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

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender represents and represents, warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, the Closing Date, the date of any subsequent disbursement of funds, and the date of any transfer or exercise of the Securities: (a) The Lender has all requisite power to execute and deliver this Agreement and any other related documents and to perform the provisions hereof and thereof and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement and any other related documents and the consummation of the transactions contemplated hereby or thereby, have been duly authorized and approved by the Lender. This Agreement has been duly authorized, executed and delivered by, and is the valid and binding obligation of, the Lender enforceable against the Lender in accordance with its terms, except as may be relied upon limited by the Company;applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally. (iiic) The Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act, and is acquiring the Note for investment for its own account, and not with a view to distribution subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. If the Lender is aware an entity funded for the purposes of the significant economic and other risks involved in making the Loan to loans evidenced by the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting companyNote, the Lender is, upon exercising further represents and warrants that each of its constituents is an accredited investor. The Lender has such knowledge and experience in financial and business matters that it is capable of evaluating the Conversion Rights, merits and risks of purchasing unregistered securities; B. the Note. The Lender is aware that it may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment the loans evidenced by the Note for a lengthy or even an indefinite period of time; C. period, and it is able to bear such risk for an indefinite period. The Lender acknowledges (i) that the Company Note being acquired by it is not contractually obligated to register being registered under the Securities Act any Shares acquired upon an exercise of on the Conversion Right; and D. any Shares acquired by grounds that (A) the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without Note does not constitute a security subject to registration under the Securities Act, unless an exemption or (B) the issuance of the Note is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering, or (C) such issuance is available. exempt from registration under Regulation D and (viiii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in that the Company; (viii) 's reliance on such exemptions is predicated in part on the Lender makes the Loan representations made to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into in this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinSection 1.7. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Each of Lender and Stadco hereby represents to TechPrecision, effective as of the time of execution of this Agreement and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right as of Closing (as defined hereinbelow), as follows: a) in reliance upon that it has the Exemption from registration provided by Section 4(2) of the Securities Act power and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible authority to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in enter into this Agreement, or carry out its obligations hereunder, and consummate the transactions contemplated hereby, and that have this Agreement is a valid and binding obligation of Lender and Stadco, has been otherwise given duly authorized by all requisite action on the part of the Lender and Stadco, and is enforceable in accordance with its terms, except to the Companyextent that enforcement may be affected by laws relating to bankruptcy, are correct reorganization, insolvency, and complete as similar laws affecting creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies; b) that the Debt constitutes the entire indebtedness of the date hereofCompany owned by Lender and, that from and may be relied upon after the Closing, Lender shall hold no other indebtedness owed to it by the Company; c) that the execution and delivery of this Agreement by Lender and Stadco does not, and the consummation of the transactions contemplated hereby will not, (i) violate any provision of, or result in the creation of any lien under, any contract or agreement to which Lender or Stadco is a party or by which any of Lender’s or Stadco’s assets or properties are bound; (ii) violate any order, arbitration award, judgment, writ, injunction, decree, statute, rule or regulation applicable to Lender or Stadco; or (iii) violate any other contractual or legal obligation or restriction to which Lender or Stadco is subject; d) that no claim, action, suit, proceeding, or governmental investigation (collectively, “Action”) of any nature is pending or, to Lender’s or Stadco’s knowledge after due inquiry, threatened against or by Lender or Stadco (a) relating to or affecting the Debt; or (b) that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action; e) that neither Lender nor Stadco has entered into any agreement (other than this Agreement), including without limitation, term sheets or commitment letters, to sell or transfer the Debt; f) that neither Lender nor Stadco has engaged any broker, agent, finder, or other representative such that TechPrecision or the Company will be liable for any fee or commission in connection with the transactions contemplated by this Agreement; g) that Lender is aware of acquiring the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with Common Stock solely for its own legal advisor as to this Agreement account for investment purposes and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and not with a view to, or for offer or sale in connection with, any distribution thereof. Lender acknowledges that the Company has made no effort Common Stock is not being offered and takes no responsibility for sold in a transaction registered under the consequences to Securities Act of 1933, as amended (the Lender as an investor acquiring this Conversion right “Securities Act”), or registered under any state securities laws, and, in particularaccordingly, in purchasing that the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender Common Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act, or pursuant to an applicable exemption therefrom, and subject to state securities laws and regulations, as applicable. Lender is able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment holding the Common Stock for a lengthy or even an indefinite period (including total loss of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viiits investment) the Lender, alone or with its advisor, and has enough sufficient knowledge and experience in financial and business matters so as to make it be capable of evaluating the merits and risks risk of investing in the Companyits investment; (viiih) the that Lender makes the Loan to the Company is familiar with TechPrecision’s business, management, and acquires the Conversion Right as principal for its own account financial affairs, and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein.of the Common Stock, that Lender has had access to information about TechPrecision and TechPrecision’s financial condition, results of operations, business, properties, management and prospects sufficient to enable Lender to evaluate Lender’s investment; and that Lender has had the opportunity to obtain such additional information that TechPrecision possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; (bi) The that Lender is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; and j) that Lender understands that the Common Stock is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that TechPrecision is relying in part upon the truth and accuracy of, and Lender’s compliance with, the representations, warranties, covenants agreements, acknowledgments and agreements understandings of Lender set forth herein in order to determine the availability of such exemptions and by the eligibility of Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of to acquire the Effective Date and shall remain in full force and effect throughout the term of this AgreementCommon Stock.

Representations and Warranties of the Lender. (a) The By the acceptance of this Note, the Lender represents and warrants to, and covenants and agrees with to the Company that: (ia) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the The Lender is eligible acquiring this Note and the Warrant for Lender’s own account for investment and not with a view to make the Loan to the Company and acquire the Conversion Right or for sale in the Company under Regulation Dconnection with any distribution, and all statements set forth Securities will also be acquired for Lender’s own account, for investment and not with a view to, or for sale in connection with any distribution. (b) The Lender was contacted directly by the Company and/or its representatives regarding engaging in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true transactions contemplated by this Note and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, Warrant or that have been otherwise given to a similar financing transaction with the Company, are correct and complete as was not initially notified about the Company or a potential transaction with the Company via any public announcement or publication regarding an intended public offering of the date hereof, and may be relied upon by the Company;'s securities. (iiic) the The Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges understands that the Company has made no effort Securities and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender Warrant may not be able to liquidate this investment in sold, transferred, assigned, pledged, or otherwise disposed of unless the event of any financial emergency and will be required to bear Securities or the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register Warrant (as applicable) are registered under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, and all applicable state securities laws or unless an exemption exemptions from such registration is requirements are available. (viid) The Lender is an experienced investor in securities of companies in an early development stage and acknowledges that it is able to fend for itself, can bear the Lender, alone or with its advisor, economic risks of such investment (including the complete loss thereof) and has enough such knowledge and experience in financial and or business matters to make that it is capable of evaluating the merits and risks of investing this investment. The Lender has been afforded the opportunity to ask questions to officers or other representatives of the Company concerning the business of the Company, and it has reviewed and inspected all of the data and information provided to it by the Company in connection with this Note. The Lender is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Act and/or (ii) a non-“U.S. person” within the meaning of Rule 902(k) promulgated under the Securities Act (and the Lender is not engaging in the Company;transactions hereunder for the account or benefit of a U.S. Person) and at the time of the offer and sale of the Note and the Warrant the Lender was not located in the United States. (viiie) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the The Lender understands that any Certificates representing Shares acquired by the Lender upon exercise permitted successor holder or transferee of the Conversion Right Securities will have a resale legend on them that will read substantially as follows: (x) be required to provide to the Lender has good Company the representations and sufficient right and authority to enter into warranties contained in this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinSection 9. (bf) The representationsLender understands that the Securities and the Warrant have not been, warrantiesand will not be, covenants and agreements of and by registered under the Lender contained inAct, or delivered pursuant toany state securities law, this Agreement shall be true at and as based on an exemption or exemptions provided thereunder, the availability of which depends upon, among other things, the bona fide nature of the Effective Date investment intent and shall remain the accuracy of such Lender’s representations as expressed herein, and will be “restricted securities” within the meaning of Rule 144 promulgated under the Act; and that all stock certificates representing Securities may have affixed thereto a legend substantially in full force and effect throughout the term of this Agreementfollowing form. REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

Representations and Warranties of the Lender. The Lender hereby represents and warrants to Borrower as follows: a. Lender has all necessary power and authority (corporate or otherwise) to execute and deliver this Amendment and to carry out its provisions. All action on Lender’s part required for the lawful execution and delivery of this Amendment has been taken. Upon its execution and delivery, this Amendment will be a valid and binding obligation of Lender, enforceable in accordance with its terms, except (a) The as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (b) as limited by general principles of equity that restrict the availability of equitable remedies. b. Lender represents is acquiring the Preferred Shares for the Lender’s own account. Lender is acquiring the Preferred Shares for investment purposes only and warrants tonot with a view to or for distributing or reselling the Preferred Shares or any part thereof or interest therein, and covenants and agrees with the Company that: (i) the Lender makes the Loan without prejudice, however, to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) Lender’s right at all times to sell or otherwise dispose of all or any part of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible Preferred Shares pursuant to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register effective registration statement under the Securities Act any Shares acquired upon of 1933, as amended (the “Securities Act”) and in compliance with applicable state securities laws or under an exercise of the Conversion Right; andexemption from such registration. D. any Shares acquired by the c. Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration is an “accredited investor” as defined in Rule 501(a) under the Securities Act, unless an exemption from registration is available. (vii) the Lenderd. Lender has such knowledge, alone or with its advisor, has enough knowledge sophistication and experience in business and financial and business matters so as to make it be capable of evaluating the merits and risks of investing the prospective investment in the Company;Preferred Shares, and has so evaluated the merits and risks of such investment. e. Lender is able to bear the economic risk of an investment in the Preferred Shares and, at the present time, is able to afford a complete loss of such investment. f. Lender acknowledges that it has been afforded (viiii) the Lender makes the Loan opportunity to the Company and acquires the Conversion Right ask such questions as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement deemed necessary of, and to carry out the transactions contemplated by this Agreement on receive answers from, representatives of Borrower concerning the terms and conditions of the issuance of the Preferred Shares and the merits and risks of investing in the Preferred Shares; (ii) access to information about Borrower and Borrower’s financial condition, results of operations, business, properties, management and prospects sufficient to enable Lender to evaluate the investment; and (iii) the opportunity to obtain such additional information that Borrower possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information contained herein. g. Lender understands and acknowledges that (bi) The representationsthe Preferred Shares are being issued to Lender without registration under the Securities Act and applicable state securities laws in a private placement that is exempt from the registration provisions of the Securities Act and applicable state securities laws; and (ii) the availability of such exemption depends in part on, warrantiesand Borrower will rely upon the accuracy and truthfulness of, covenants the foregoing Lender representations and agreements of and Lender hereby consents to such reliance. h. Lender understands that the certificates evidencing the Preferred Shares will bear the following or similar legends for as long as required by the Lender contained in, or delivered pursuant to, this Agreement shall be true at Securities Act and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreementapplicable state securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Representations and Warranties of the Lender. The Lender hereby represents and warrants to Servicer the following: (a) The Lender represents and warrants tois a limited liability company duly organized, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company validly existing and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right good standing under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, State of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Delaware. The Lender has good and sufficient right all requisite power and authority to own and operate its properties, carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinAgreement. (b) The representations, warranties, covenants execution and agreements of and delivery by the Lender contained inof this Agreement and the other documents to which it is a party, and performance and compliance by the Lender with the terms of this Agreement and the other documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Lender and will not violate the Lender’s certificate of formation or limited liability company agreement, or delivered pursuant toconstitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any material agreement or other material instrument to which the Lender is a party or which is applicable to the Lender or any of its assets, which default or breach, in the reasonable judgment of the Lender, is likely to affect materially and adversely either the ability of the Lender to perform its obligations under this Agreement shall be true at and as or the financial condition of the Effective Date Lender. (c) This Agreement, assuming due authorization and shall remain execution by the other parties hereto, constitutes the valid, legal and binding obligation of the Lender, enforceable against it in accordance with the terms hereof, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Lender has the full force power and effect throughout authority to enter into and consummate all transactions involving the term Lender contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (e) The Lender is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Lender’s reasonable judgment, is likely to affect materially and adversely either the ability of the Lender to perform its obligations under this Agreement or the financial condition of the Lender. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Lender of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or cannot be obtained prior to the actual performance by the Lender of its obligations under this Agreement and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Lender to perform its obligations under this Agreement.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. The Lender hereby represents and warrants to the Company as follows: (a) The Lender represents He has received and warrants to, carefully reviewed the SEC reports and covenants documents referred to in Section 3 hereof. (b) He has had reasonable opportunity to ask questions of and agrees with receive answers from the management of the Company that: (i) concerning the Lender makes Company, its proposed business and the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DLoan, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercisesuch questions, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as have been answered to the fairness full satisfaction of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availablesuch Investor. (viic) the Lender, alone or with its advisor, He has enough such knowledge and experience expertise in financial and business matters to make it that he is capable of evaluating the merits and risks of investing involved in an investment in the Company;Note, the Class A Warrants and the Warrant Shares, as such latter term is defined in the Class A Warrants. (viiid) the Lender makes the Loan to Acknowledges that the Company and acquires has determined that the Conversion Right exemption from the registration provisions of the Securities Act of 1933, as principal for its own account and not amended, ("Securities Act") for the benefit issue of any other person; (ix) the Lender understands that any Certificates representing Note, the Class A Warrants and the Warrant Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) Class A Warrants is based upon, in part, the Lender has good representations, warranties and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated agreements made by this Agreement on the terms and conditions contained each Investor herein. (be) Except as set forth in the documents described in Section 3 hereof, no representations or warranties have been made to Lender by the Company or any agent, employee or affiliate of the Company and in entering into this Subordinated Loan Agreement, he acknowledges that he has not relied on any information, other than that contained in the documents delivered to him or it by the Company and the results of independent investigations, if any, made by him. (f) He understands that the Note, the Class A Warrants and the Warrant Shares have not been registered under the Securities Act or the Securities Laws of any state, based upon an exemption from such registration requirements for non-public offerings to "Accredited Investors." (g) That he or it has been advised that: (i) The representationsNote, warrantiesthe Class Warrants and the Warrant Shares are "Restricted Securities" as said term is defined in Rule 144 of the Rules of Regulations promulgated under the Securities Act; (ii) The Note, covenants the Class A Warrants and agreements the Warrant Shares may not be sold or otherwise transferred unless they have first been registered under the Securities Act and all applicable State Securities Laws, unless exemption from such registration provisions are available with respect to said resale or transfer; (iii) Other than as set forth in the Class A Warrants, the Company is under no obligation to register the Class A Warrants or the Warrant Shares under the Securities Act or any State Securities Laws or to take any action to make an exemption from such registration provisions available; (iv) The Class A Warrants and the certificates that will evidence the Warrant Shares will bear a legend to the effect that the transfer of the same is subject to the provisions hereof; and (v) Stop transfer instructions will be placed with the transfer agent for the Common Stock of the Company. (h) He is acquiring the Note, the Class A Warrants and by any Warrant Shares solely for his own account, for investment purposes only and not with a view towards the Lender contained inresale or distribution thereof. (i) He will not sell or otherwise transfer his interest in the Note, the Class A Warrant or the Warrant Shares or any interest therein, unless and until such securities have first been registered under the Securities Act and all applicable State Securities Laws; or he shall have first delivered to the Company a written opinion of counsel (which counsel and opinion, in form and substance, shall be reasonably satisfactory to counsel to the Company) to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable State Securities Laws. (j) He has full power and authority to execute and deliver this Loan Agreement and to perform his respective obligations hereunder. (k) He confirms to the Company that he is an Accredited Investor within one of the following two definitions and shall indicate at the end of the Loan Agreement in which category he is: (i) a natural person whose individual net worth, or delivered pursuant tojoint net worth with that person's spouse, at the time of this Loan Agreement shall be true at and as exceeds $1,000,000; or (ii) a natural person who had an individual income in excess of $200,000 in each of the Effective Date two most recent years or joint income with his spouse in excess of $300,000 in each of those years and shall remain has reasonable expectation of reaching the same income level in full force and effect throughout the term of this Agreement.current year; or

Representations and Warranties of the Lender. The Lender hereby represents and warrants to the Company as follows: (a) The Lender represents He has received and warrants to, carefully reviewed the SEC reports and covenants documents referred to in Section 3 hereof. (b) He has had reasonable opportunity to ask questions of and agrees with receive answers from the management of the Company that: (i) concerning the Lender makes Company, its proposed business and the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DLoan, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercisesuch questions, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as have been answered to the fairness full satisfaction of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availablesuch Investor. (viic) the Lender, alone or with its advisor, He has enough such knowledge and experience expertise in financial and business matters to make it that he is capable of evaluating the merits and risks of investing involved in an investment in the Company;Note, the Class A Warrants and the Warrant Shares, as such latter term is defined in the Class A Warrants. (viiid) the Lender makes the Loan to Acknowledges that the Company and acquires has determined that the Conversion Right exemption from the registration provisions of the Securities Act of 1933, as principal for its own account and not amended, ("Securities Act") for the benefit issue of any other person; (ix) the Lender understands that any Certificates representing Note, the Class A Warrants and the Warrant Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) Class A Warrants is based upon, in part, the Lender has good representations, warranties and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated agreements made by this Agreement on the terms and conditions contained each Investor herein. (be) Except as set forth in the documents described in Section 3 hereof, no representations or warranties have been made to Lender by the Company or any agent, employee or affiliate of the Company and in entering into this Subordinated Loan Agreement, he acknowledges that he has not relied on any information, other than that contained in the documents delivered to him or it by the Company and the results of independent investigations, if any, made by him. (f) He understands that the Note, the Class A Warrants and the Warrant Shares have not been registered under the Securities Act or the Securities Laws of any state, based upon an exemption from such registration requirements for non-public offerings to "Accredited Investors." (g) That he or it has been advised that: (i) The representationsNote, warranties, covenants the Class Warrants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and Warrant Shares are "Restricted Securities" as said term is defined in Rule 144 of the Effective Date Rules of Regulations promulgated under the Securities Act; (ii) The Note, the Class A Warrants and shall remain the Warrant Shares may not be sold or otherwise transferred unless they have first been registered under the Securities Act and all applicable State Securities Laws, unless exemption from such registration provisions are available with respect to said resale or transfer; (iii) Other than as set forth in full force the Class A Warrants, the Company is under no obligation to register the Class A Warrants or the Warrant Shares under the Securities Act or any State Securities Laws or to take any action to make an exemption from such registration provisions available; (iv) The Class A Warrants and the certificates that will evidence the Warrant Shares will bear a legend to the effect throughout that the term transfer of this Agreementthe same is subject to the provisions hereof; and (v) Stop transfer instructions will be placed with the transfer agent for the Common Stock of the Company.

Representations and Warranties of the Lender. (a) The Lender represents and represents, warrants to, and covenants to and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company Shares under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, upon or make made any finding or determination as to the fairness of this investment, investment and that there have been no federal or state agency recommendations has recommended or endorsements of endorsed the investment made hereunder; (viv) the Lender acknowledges that: A. there are substantial restrictions on the sale or and transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, understands that upon exercising the Conversion Rights, purchasing Right it will receive unregistered securities;; and B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will may be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viivi) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiivii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ixviii) the Lender understands that any Certificates certificates representing the Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. (xix) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) 1.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring the Shares and acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire the Shares and acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring the Shares and this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon acquiring the Shares upon exercising the Conversion Rights, purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viig) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiih) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal for its own account and not for the benefit of any other person; (ixi) the Lender understands that any Certificates certificates representing any Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xj) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) 1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) 1.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring the Shares and acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire the Shares and acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring the Shares and this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon acquiring the Shares upon exercising the Conversion Rights, and is purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viig) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiih) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal for its own account and not for the benefit of any other person; (ixi) the Lender understands that any Certificates certificates representing any Shares or any Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xj) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) 1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereofClosing, and may shall be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan deemed to have reaffirmed to the Company on the date of an automatic conversion or the delivery of an Exercise Notice, as follows: 7.1 The Lender has carefully read this Loan Agreement, the Note, and in acquiring and/or exercising the Conversion Right; (iv) such other information and materials as the Lender has consulted with its own legal advisor as to this Agreement deemed appropriate and/or requested and its eligibility to acquire and/or exercise received regarding the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company Company. The Lender has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough such knowledge and experience in financial and business matters as to make it be capable of evaluating the merits and risks of investing an investment in the Company;Note, is able to bear the risks of an investment in the Note and understands the risks of, and other considerations relating to, a purchase of the Note. (viii) 7.2 The Lender is an “accredited investor” within the meaning of the Securities Act. 7.3 The Lender acknowledges and understands that the Note and Class B Preferred Shares into which it may become convertible bear significant risk of loss. If the Company is not successful in completing a Business Combination or its Chinese subsidiaries are not successful in collecting Project Receivables, the Company will not be able to repay any of the principal and interest on the Note and the Class B Preferred Shares into which the Note is convertible will have no value. Moreover, the Lender makes will not have recourse to any other assets or persons to recover losses in such a circumstance. If the Loan Note is converted, there is no assurance that the Company’s Class B Preferred Shares will maintain their value, and, as a result, the Class B Preferred Shares issuable upon conversion could be worth less to the Lender than the Note would have been if not converted. 7.4 The Lender is acquiring the Note for the Lender’s own account for investment purposes only and not with a view to resale or distribution. 7.5 The Lender understands that neither the Note nor the Class B Preferred Shares into which it is convertible or the underlying Common Shares have been registered under the United States of America Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state or the securities laws of any other jurisdiction, nor is such registration contemplated. The Lender understands that legends stating that the Note and the Class B Preferred Shares have not been registered under the Securities Act and other applicable laws and setting out or referring to the restrictions on the transferability and resale thereof will be placed on all documents, if any, evidencing the loan or securities received upon conversion of the Note. The Lender’s overall commitment to the Company and acquires other investments which are not readily marketable is not disproportionate to the Conversion Right as principal Lender’s net worth and the Lender has no need for its own account immediate liquidity in the Lender’s investment in the Note. 7.6 To the full satisfaction of the Lender, the Lender has been furnished with any materials the Lender has requested relating to the Company, the Note or the Class B Preferred Shares, and not for the benefit Lender has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the Note Offering and to obtain any additional information necessary to verify the accuracy of any other person;representations or information set forth in this Agreement. (ix) 7.7 Other than as set forth in this Agreement, the Lender understands that is not relying upon any Certificates representing Shares acquired other information, representation or warranty by the Company, or any officer, director or agent of the Company in determining to make the Loan and invest in the Note. The Lender may have received non-public information about the Company from written memoranda and participated in discussions related thereto or to the financial condition of the Company or the transaction contemplated hereby; however, the Lender acknowledges and agrees that: any such disclosures were for background discussion purposes only; the business and financial circumstances of the Company and the transaction have changed since the preparation of any written materials previously disseminated by the Company; and the Lender is not relying on any information, representations or warranties (express or implied) set forth therein or conveyed thereby. The Lender has consulted to the extent deemed appropriate by the Lender upon exercise of with the Conversion Right will have Lender’s own advisers as to the financial, tax, legal and related matters concerning the Loan and an investment in the Note, and on that basis believes that the Loan and an investment in the Note is suitable and appropriate for the Lender. 7.8 If the Lender is not a resale legend on them that will read substantially as follows: (x) natural person, the Lender has good and sufficient right the power and authority to enter into this Agreement and each other document required to carry out be executed and delivered by or on behalf of the Lender in connection with the Loan, and to perform its obligations thereunder and consummate the transactions contemplated by thereby, and the person signing this Agreement on behalf of the terms Lender has been duly authorized to execute and conditions contained herein. (b) The representationsdeliver this Agreement, warranties, covenants and agreements of each other document required to be executed and delivered by the Lender contained inin connection with the Loan. If the Lender is an individual, the Lender has all requisite legal capacity to acquire and hold the Note and Class B Preferred Shares issuable upon conversion of the Note and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by the Lender in connection with the Loan and the other transactions contemplated hereby. Such execution, delivery and compliance by the Lender does not represent a breach of, or delivered pursuant toconstitute a default under, any instruments governing the Lender, any applicable law, regulation or order to which the Lender is subject, or any agreement to which the Lender is a party or by which the Lender is bound. This Agreement has been duly executed by the Lender and constitutes a valid and legally binding agreement of the Lender. 7.9 The Lender acknowledges that no general solicitation or general advertising, including communications published in any newspaper, magazine, or other broadcast medium, with respect to the Note Offering has been made to or received by the Lender. 7.10 The Lender understands that no federal or state agency has made any recommendation or endorsement of the Note or the Class B Preferred Shares issuable upon conversion of the note, nor has any federal or state agency made any finding or determination as to the adequacy or accuracy of the information contained in this Agreement shall be true at or any attachment hereto, as to the fairness of the Note Offering, or as to the merits of an investment in the Note. 7.11 From time to time, the Company has shared, and may share with the Lender pro-forma statements, projections and other materials containing or consisting of forecasted financial and other information (the “Forecasts”). Forecasts are presented for illustrative purposes only and represent the Company’s estimates of potential financial performance, cash requirements and of other events that may or may not occur in the future. Forecasts discuss the Company’s future expectations and may contain projections of the financial performance of the Company as well as of the Effective Date Note, Class B Preferred Shares and shall remain other securities of the Company, and include other “forward-looking” information within the meaning of Section 27A of the Securities Act. Forward-looking statements that express the Company’s beliefs, plans, objectives, assumptions, or future events or performance may involve estimates, assumptions, risks and uncertainties. Actual performance and results may differ materially from those expressed in full force forward-looking statements made or incorporated by reference in the Forecasts due to the risks and effect throughout uncertainties inherent in the term Company’s businesses, including, but not limited to risks and uncertainties in the collectability of this Agreementthe Company’s receivables, its ability to identify and consummate a Business Combination, the potential results of such a Business Combination, if any, and other matters. Forward-looking statements may include, but are not limited to, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “intends,” “plans,” “projections,” “predicts,” “believes,” “potential,” and “outlook.” Any forward-looking statements speaks only as of the date on which that statement is made, and the Company will not update any forward-looking statement after the date on which the such statement is made. THE LENDER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS MEMBERS OR AGENTS UNDERTAKES ANY OBLIGATIONS, AND THEY DO NOT INTEND, TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES OCCURRING AFTER THE DATE ON WHICH ANY SUCH STATEMENT IS MADE. THE LENDER AGREES TO NOT UNDULY RELY ON FORWARD-LOOKING STATEMENTS AND ACKNOWLEGES THAT THE COMPANY’S ACTUAL PERFORMANCE AND RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED IN FORWARD-LOOKING STATEMENTS MADE OR INCORPORATED BY REFERENCE IN ANY FORECASTS.

Representations and Warranties of the Lender. (a) 1.1 The Lender represents and warrants to, and covenants and agrees with the Company and the Pubco that: (ia) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the Company Pubco under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A0, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring the Shares and acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire the Shares and acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring the Shares and this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon acquiring the Shares upon exercising the Conversion Rights, and is purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viig) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiih) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal for its own account and not for the benefit of any other person; (ixi) the Lender understands that any Certificates certificates representing any Shares or any Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. (xj) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) 1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. The Lender -------------------------------------------- represents and warrants to the Company as follows: (a) The Lender represents has received, read, and warrants understands the Company's Confidential Private Placement Memorandum dated August 8, 1996, as supplemented on September 25, 1996 and October 28, 1996. Further, the Lender has had such opportunity to ask questions of, and to receive answers from, the Company, or an agent of the Company, concerning the terms and conditions of the investment and the business and affairs of the Company, and to verify such information, as the Lender considers necessary or advisable in order to form a decision concerning an investment in the Company. (b) The Notes are being acquired for investment for the Lender's own account and not with the view to, and covenants and agrees with or for resale in connection with, any distribution or public offering thereof. The Lender understands that none of the securities of the Company that: has been registered under the Securities Act of 1933, as amended (i) the Lender makes "Securities Act"), or any state securities laws by reason of the Loan to contemplated issuance in transactions exempt from the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) requirements of the Securities Act and Rule 506 applicable state securities laws and that the reliance of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right others upon these exemptions is predicated in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied part upon this representation by the Company; further, all information, representations and warranties contained in this Agreement, Lender. The Lender further understands that the Notes may not be transferred or that have been otherwise given to resold without the Company, are correct and complete as approval of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right;its counsel. (ivc) The Lender's principal residence is located in the British Virgin Islands. (d) The Lender is able to bear the loss of the entire investment of the Notes without any material adverse effect on the Lender's financial position or prospects, and the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough such knowledge and experience in of financial and business matters to make it be capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan investment to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority be made pursuant to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinAgreement. (be) The representationsLender hereby acknowledges its understanding that First Equity Capital Securities, warranties, covenants and agreements of and Inc. will receive a commission on this transaction payable by the Company. (f) The Lender contained inis (check all that apply): (i) A natural person whose individual net worth (assets less liabilities), or delivered pursuant tojoint net worth with his or her spouse, this Agreement shall be true at and as exceeds $1,000,000. ____ (ii) A natural person whose individual income was in excess of $200,000, or (vi) An organization described in Section 501(c)(3) of the Effective Date and shall remain Internal Revenue Code with assets in full force and effect throughout the term excess of this Agreement.$5,000,000. ____

Representations and Warranties of the Lender. (a) 5.1. The Lender represents is duly organized and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right validly existing under the laws of its home jurisdiction of incorporation, and acknowledges has the full power and authority to consummate the transactions contemplated hereunder. 5.2. The consummation of the transactions contemplated hereunder and the performance of this Agreement by the Lender do not violate the provisions of its corporate documents, or any applicable law, and will not result in any breach of, or constitute a default under, any agreement or instrument to which it is a party or under which it is bound. 5.3. The execution, delivery and performance of this Agreement by the Lender have been duly authorized by all necessary actions, and this Agreement has been duly executed and delivered by the Lender. This Agreement is valid and binding upon such Lender and enforceable in accordance with its terms. 5.4. The Lender understands that the Company has made no effort Conversion Shares are “restricted securities” and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have not been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register registered under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Conversion Shares acquired upon an exercise or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Conversion Right; and D. any Shares acquired by the Lender upon exercise in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Conversion Right may never be sold Shares in violation of the Securities Act or otherwise transferred without registration any applicable state securities law. 5.5. At the time such Lender was offered the Conversion Shares, it was a “non-US person” as defined in Regulation S ("Regulation S") as promulgated under the Securities Act, unless an exemption from registration is available. (vii) the 5.6. Such Lender, either alone or together with its advisorrepresentatives, has enough knowledge such knowledge, sophistication and experience in business and financial and business matters so as to make it be capable of evaluating the merits and risks of investing the prospective investment in the Company; (viii) Conversion Shares, and has so evaluated the merits and risks of such investment. Such Lender makes is able to bear the Loan economic risk of an investment in the Conversion Shares and, at the present time, is able to afford a complete loss of such investment. Such Lender acknowledges that as of the date hereof, the Company has very limited financial resources, and acquires thus an investment in the Conversion Right as principal for its own account and not for Shares is subject to significant risk. 5.7. Such Lender acknowledges that it has had the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority opportunity to enter into review this Agreement and has been afforded (i) the opportunity to carry out ask such questions as it has deemed necessary of, and to receive answers from, representatives of the transactions contemplated by this Agreement on Company concerning the terms and conditions contained hereinof the transaction contemplated hereunder; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Lender acknowledges and agrees that neither the Company nor any affiliate of the Company has provided such Lender with any information or advice with respect to the Conversion Shares nor is such information or advice necessary or desired. (b) 5.8. The representations, warranties, covenants Lender further makes the representations and agreements of and by warranties to the Lender contained in, or delivered Company set forth on Exhibit A pursuant to, this Agreement to Regulation S promulgated under the Securities Act. 5.9. Each certificate representing the Conversion Shares shall be true at and as of stamped or otherwise imprinted with a legend substantially in the Effective Date and shall remain following form (in full force and effect throughout the term of this Agreement.addition to any legend required by applicable state securities or “blue sky” laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. "

Representations and Warranties of the Lender. (a) The Each Lender represents and warrants to, and covenants and agrees with to the Company Borrowers that: (ia) it is an “accredited investor” within the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) meaning of the Securities Act and Rule 506 501 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless as presently in effect; (b) the Securities being purchased by it are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; and (c) it understands that (i) the Securities 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 505 or 506 or Section 3(a)(9) promulgated under the Securities Act, (ii) it understands that the Securities are being offered in transactions not involving any public offering within the meaning of the Securities Act (ii) if in the future either Lender decides to offer, resell, pledge or otherwise transfer any of the Securities, such Securities may be offered, resold, pledged or otherwise transfer any of the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) to, Industries, as issuer (B) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act, (C) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (D) to an accredited investor in a transaction exempt from the registration requirements of the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, in each of cases (A) through (E) in accordance with any applicable Securities Laws of the states and other jurisdictions of the United States, and that (iii) such seller will, and each subsequent holder is available. required to, notify any subsequent purchaser of the Securities from it of the resale restrictions referred to in (viiii) above (iv) the Lender, alone or with its advisor, has enough knowledge and experience Securities will bear the legend to such effect set forth in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinSection 7A.3 hereof. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) 1.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A0, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring the Shares and acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire the Shares and acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring the Shares and this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon acquiring the Shares upon exercising the Conversion Rights, purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viig) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiih) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal for its own account and not for the benefit of any other person; (ixi) the Lender understands that any Certificates certificates representing any Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xj) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) 1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (Each Lender represents and warrants to the Company as follows: a) The Lender represents has received, read and warrants understands the materials provided by the Company. Further, the Lender has had such opportunity to ask questions of and to receive answers from the Company, or an agent of the Company, concerning the terms and conditions of the investment and the business and affairs of the Company, and to verify such information as the Lender considers necessary or advisable in order to form a decision concerning an investment in the Company. b) The Note being issued to such Lender is being acquired for investment for the Lenders own account and not with the view to, and covenants and agrees with or for resale in connection with, any distribution or public offering hereof. The Lender understands that none of the securities of the Company that: have been registered under the Securities Act of 1933, as amended (i) the Lender makes "Securities Act"), or any state securities laws by reason of contemplated issuance in transaction exempt from the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) requirements of the Securities Act and Rule 506 applicable state securities laws and that the reliance of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right others upon these exemptions is predicated in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied part upon this representation by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender. The Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges further understands that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender Note may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy transferred or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred resold without registration under the Securities ActAct and any applicable state securities laws, unless or an exemption from registration is availablethe requirements of the Securities Act and applicable state securities laws. (viic) The Lender's principal residence is located in the State of New York. d) The Lender is able to bear the loss of the entire investment of the Note without any material adverse effect on the Lender's financial position or prospects, alone or with its advisor, and the Lender has enough such knowledge and experience in of financial and business matters to make it be capable of evaluating the merits and risks of investing in the Company;investment to be made pursuant to this Agreement. (viiie) This Agreement has been duly authorized by all necessary action on the Lender makes part of the Loan to the Company Lender, has been duly executed and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired delivered by the Lender upon exercise and is a valid and binding agreement of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinLender. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with to the Company that: Section 4.1 The Lender is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is a resident of the State of California. Section 4.2 The Lender 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 is able financially to bear the risks thereof, including the complete loss of its investment. Section 4.3 The Lender has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. Section 4.4 The Note being purchased by the Lender is being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Section 4.5 The Lender understands that (i) the Lender makes Note purchased has not been registered under the Loan to Securities Act by reason of its issuance in a transaction exempt from the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) requirements of the Securities Act and pursuant to Section 4(2) thereof or Rule 505 or 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration promulgated under the Securities Act, unless an exemption from registration and (ii) the purchase of the Note is availablea speculative investment that involves a high degree of risk of loss of the entire investment. (vii) the Lender, alone or with its advisor, Section 4.6 No broker has enough knowledge and experience in financial and business matters to make it capable acted on behalf of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company in connection with this Agreement, and acquires the Conversion Right as principal for its own account and not for the benefit of there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any other person; (ix) agreement, arrangement or understanding with the Lender understands that or any Certificates representing Shares acquired action taken by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:it. (x) the Section 4.7 The Lender has good and sufficient right full corporate or other power and authority to enter into and to perform this Agreement and to carry out the transactions all documents and agreements contemplated by this Agreement on the terms Agreement, and conditions contained herein. (b) The representations, warranties, covenants and agreements of and each such document has been validly executed by the Lender contained inand is the Lender’s legal, valid and binding obligation, enforceable against the Lender in accordance with its terms. Section 4.8 The Lender has sufficient funds unconditionally available to it (without the need to obtain any additional third party financing or delivered pursuant toto satisfy any other financing contingency) to perform its obligations hereunder, this Agreement shall be true at and as of including its obligations to purchase the Effective Date and shall remain in full force and effect throughout the term of Note provided by this Agreement.

Representations and Warranties of the Lender. (a) The Lender represents hereby makes the following representations and warrants to, and covenants and agrees with warranties as of the Company thatdate of this Agreement: (i) the Lender makes has been duly organized and is validly existing as a corporation under the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) Laws of the Securities Act and Rule 506 State of Regulation D of the Securities Act for the private offering of securitiesNew York; (ii) the Lender is eligible has the requisite power and authority and legal right to make the Loan to the Company execute and acquire the Conversion Right deliver, engage in the Company under Regulation Dactions contemplated by, and all statements set forth in perform and observe the Declaration of Regulation D Eligibilityterms and conditions of, attached hereto as Schedule A, are true and correct and may this Agreement to be relied upon performed by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Companyit; (iii) no consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under applicable Law in connection with the execution and delivery by the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Rightthis Agreement; (iv) the Lender has consulted with its own legal advisor as person or persons signatory to this Agreement and its eligibility any document executed pursuant to acquire and/or exercise the Conversion Right under the laws it on behalf of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing have full power and authority to bind the securities upon exercise, if any, of the Conversion RightLender; (v) no federal or state agency has passed uponthis Agreement is valid, or make any finding or determination as to binding and enforceable against the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder;Lender in accordance with its terms; and (vi) the execution, delivery and performance of this Agreement, and the exhibits attached hereto and the other documents contemplated herein to which the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting companyparty, and the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired performance by the Lender upon exercise of all transactions contemplated herein and therein (A) have been duly authorized by all necessary and appropriate corporate action on the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) part of the Lender, alone (B) will not violate any provision of the Certificate of Incorporation of the Lender, (C) does not conflict with any term or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit provision of any other person; (ix) agreement to which the Lender understands that is a party, and (D) will not cause a breach of any Certificates representing Shares acquired by applicable federal, state or municipal governmental Law or regulations, or any order, judgment, writ, award, injunction or decree of any court or Governmental Authority which is binding upon the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinLender. (b) The representations, warranties, covenants Lender agrees and agreements acknowledges that each of the representations and warranties set forth in subsection (a) hereof (i) is material and being relied upon by the Lender contained inBorrower, or delivered pursuant to, this Agreement shall be (ii) is true at and in all respects as of the Effective Date date of this Agreement, and (iii) shall remain in full force survive the execution and effect throughout the term termination of this Agreement.

Representations and Warranties of the Lender. As of each issuance of Class G Units hereunder, each Lender hereby represents and warrants to the Company as follows: (a) This Agreement constitutes a valid and legally binding obligation of the Lender enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, rules and laws governing specific performance, injunctive relief and other equitable remedies. (b) The Lender’s principal place of business is identified in the address of Lender set forth on Exhibit A. (c) The Lender represents and warrants tois purchasing the Class G Units for the Lender’s own account for investment only, and covenants and agrees not with the Company that:view to the resale or distribution thereof. (id) The Lender has had an opportunity to have the Lender makes the Loan Lender’s questions with respect to the Company and acquires the Conversion Right business plan of the Company answered by the appropriate officers of the Company, desires no further or additional information concerning the Company or its operation and deems such information received and reviewed adequate to evaluate the merits and risks of Lender’s investment in the Company. (as defined hereine) The Lender has sufficient experience in reliance upon business, financial and investment matters to be able to evaluate the Exemption from registration provided by Section 4(2risks involved in the purchase of the Class G Units and to make an informed investment decision with respect to such purchase. (f) The Lender can afford a complete loss of the value of the Class G Units and is able to bear the economic risk of holding the Class G Units for an indefinite period. (g) The Lender understands that the Class G Units have not been registered under the Securities Act and Rule 506 of Regulation D 1933, as amended (the “Securities Act”), or under any applicable state securities laws, nor can they be sold, transferred, or otherwise disposed of unless they are subsequently registered under the Securities Act for the private offering of securities; (ii) the or state securities law or an exemption from registration is then available. The Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort undertaking either to register the Class G Units or to make available any exemption from registration or to supply any information to facilitate the sale of the Class G Units. The Lender further understands and takes no responsibility for agrees that the consequences Company will not honor any attempt by the Lender to sell, pledge, transfer or otherwise dispose of the Class G Units in the absence of an effective registration statement under the Securities Act or an opinion of counsel satisfactory in form and substance to the Company that an exemption is available therefrom. (h) The Lender qualifies as an investor acquiring this Conversion right and“accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). (i) The Lender understands that a legend, in particular, in purchasing concerning the securities upon exerciselaw restrictions on transfer of the Class G Units, will be placed on a certificate, if any, representing the Class G Units. (j) Upon issuance, the Class G Units will be registered only in the name of the Conversion Right;Lender. (vk) no federal The Lender has not and will not rely upon the Company or state agency has passed uponthe Company’s legal advisors for advice with respect to any tax consequences related to the ownership, purchase or make any finding or determination disposition of the Class G Units and assumes full responsibility for all such consequences as to the fairness preparation and filing of this investmentall tax returns and elections which may and must be filed in connection with the Class G Units. (l) Neither the Lender nor any of its directors, and executive officers, other officers that there have been no federal may serve as a director or state agency recommendations officer of any company in which it invests, general partners or endorsements managing members is subject to any of the investment made hereunder; “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viviii) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired (“Disqualification Events”), except for Disqualification Events covered by the Lender upon exercise of the Conversion Right may never be sold Rule 506(d)(2)(ii) or otherwise transferred without registration (iii) under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge Act and experience disclosed in financial and business matters writing in reasonable detail to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. 4.1 The Lender represents and warrants to Terremark that: (a) The Lender represents acknowledges that the offer, issuance and warrants to, and covenants and agrees with sale to it of the Company that: (i) Shares is intended to be exempt from the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) requirements of the Securities Act and Rule 506 Act, pursuant to the provisions of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon promulgated by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration Commission under the Securities Act, unless an exemption from registration is available. (viib) The Lender is an "accredited investor," as such term is defined in Rule 501(a) of the LenderCommission's General Rules and Regulations under the Securities Act. (c) Without limiting or conditioning the Representations and Warranties of the Borrowers contained in Article III above, alone or with its advisor, the Lender acknowledges that (i) during the course of the transaction and prior to this Agreement it has enough received information relating to the Borrowers; (ii) has been given a reasonable opportunity to ask questions of and receive answers from the Borrowers and their representatives concerning the Borrowers; and (iii) it has the requisite knowledge and experience in financial and business matters to make it be capable of evaluating the merits and risks of investing in the Company; (viiid) It is the Lender makes Lender's present intention that the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares being acquired by the Lender upon exercise are for the account of the Conversion Right will have Lender or its designee and not with a resale legend on them that will read substantially as follows:present view to or for sale in connection with any distribution thereof. (xe) The Lender understands that (i) the issuance of the Shares to the Lender has good not been registered under the Securities Act, (ii) Lender may not sell, pledge, hypothecate or otherwise transfer the Shares or any interest therein except in a transaction which is registered under the Securities Act or which is exempt from the registration requirements of the Securities Act, and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement (iii) Terremark will make a notation on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and by certificate evidencing the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date Shares and shall remain in full force and effect throughout the term of this Agreementinstruct its transfer agent to such effect.

Representations and Warranties of the Lender. (a) 1.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender has read and understood the Company's Business Plan, as described in its most recent annual and quarterly financial reports, filed on Xxxxx and how it will affect the Lender's investment and any future sale of the Company's Shares, if the Conversion Right is exercised; (g) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viih) the Lender has received all information and documentation and has asked all questions of Company representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder; (i) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiij) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ixk) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xl) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein; and (m) the making of this Agreement and the completion of the transactions contemplated hereby will not conflict with, result in the breach of, or constitute default under the Memorandum or Articles of the Lender or any instrument or agreement of any kind whatsoever to which it is a party or by which it is bound. (b) 1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company that: (ia) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) If the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation Da corporation, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right corporate power and authority to enter into this Financing Agreement and the Related Agreements and to carry out perform its obligations hereunder and thereunder. The execution and delivery by the Lender of this Financing Agreement and the Related Agreements and the consummation by the Lender of the transactions contemplated hereby and thereby have been duly authorized by this Agreement all necessary action on the terms part of the Lender. This Financing Agreement and conditions contained hereinthe Related Agreements have been duly executed and delivered by the Lender and constitute valid and binding obligations of the Lender, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The representationsexecution, warrantiesdelivery and performance by the Lender of this Financing Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, covenants judgment, order, decree or other instrument binding on the Lender. (c) There is no pending, or to the knowledge of the Lender, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Financing Agreement or the Related Agreements. (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and agreements performance under this Financing Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder. (e) The Lender qualifies as an accredited investor for purposes of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act") and Rules 501(a) and 215 thereunder. The Lender acknowledges that it has made an independent due diligence investigation of the Company and has reviewed each of the Reports and that the Company has made available to the Lender at a reasonable time prior to the execution of this Financing Agreement. The Lender has had the opportunity to ask questions and receive answers concerning the business and affairs of the Company and the terms and conditions of the sale of securities contemplated by this Financing Agreement and to obtain any additional information (which the Company possesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to the Lender. (f) The Lender understands that the Note, and certain of the Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 and applicable state law only in certain limited circumstances. In this regard, the Lender represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Lender contained inunderstands that it is accepting the Note and the restricted Shares, the Lender will accept such securities for investment purposes only and without the view toward the further distribution of such securities except pursuant to a registration statement that may be effective permitting the public offer or sale of such securities, or delivered pursuant toto an exemption from registration under federal and applicable state laws. In the event the Lender does attempt to offer or sell the Note, this Agreement shall be true at or the restricted Shares in the circumstances contemplated by the preceding sentence, the Lender will do so only in accordance with the requirements of federal and as applicable state laws and interpretations thereof. (g) The Lender has no intention or right to obtain the shares of the Effective Date Company's common stock pledged by certain affiliates of the Company to collateralize the repayment of the Note and shall remain the Company's performance of its covenants in full force this Financing Agreement and effect throughout the Related Documents except as permitted in the Related Documents following a default by the Company and the guarantors, not cured in accordance with the terms of the Related Documents. The Lender has no intention to sell the pledged shares except after a foreclosure accomplished pursuant to the preceding sentence. The Lender has not sought the pledge of the shares pursuant to the Related Documents as a part of any plan or scheme to distribute any securities in a manner not in compliance with the requirements of federal and all applicable state laws. (h) The Lender is a legal resident of the state set forth beneath his, her, or its signature to this Financing Agreement, and there is no basis that the Lender can claim residence in any state other than such state. (i) The Lender is not, and has never been, an "affiliate" of the Company as the term "affiliate" is defined in Rule 405 of this AgreementRegulation C adopted under the Securities Act of 1933, as amended. If the Lender becomes an affiliate of the Company at any time during the period the Note is outstanding, the Lender will notify the Company in writing.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company thatParticipant: (i) the Lender makes the Loan The Participation is not subject to the Company and acquires the Conversion Right (any assignment, conveyance, transfer or participation or agreement to assign, convey, transfer or participate, in whole or in part, except as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities;created hereby. (ii) Lender has good title to and is the Lender is eligible to make the Loan to the Company sole legal and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as beneficial owner of the date hereofParticipation free and clear of all liens, charges and may be relied upon by the Company;encumbrances to such title, except as created hereby. (iii) Lender has the requisite limited liability company power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and all other instruments and documents executed and delivered by the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right;connection herewith. (iv) This Agreement constitutes the legal, valid and binding obligation of the Lender has consulted and VRLP enforceable against each of them in accordance with its own legal advisor terms, except as to this Agreement and its eligibility to acquire and/or exercise such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the Conversion Right under the laws enforcement of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, creditors' rights generally or general principles of the Conversion Right;equity. (v) no federal or state agency has passed uponThe Vornado Loan Documents listed on Exhibit A constitute all documents which evidence the Vornado Loan, or make any finding or determination as and to the fairness knowledge of this investmentLender, the Prudential Loan Documents listed on Exhibit B constitute all documents which evidence the Prudential Loan. To Xxxxxx's knowledge, Participant has been provided with true and complete copies of such documents as received by the Lender and executed by Xxxxxxxx. The Vornado Loan Documents have not been amended or modified by the Lender in any respect, and that there to Lender's knowledge, except as set forth on Exhibit B, the Prudential Loan Documents have not been no federal amended or state agency recommendations or endorsements of the investment made hereunder;modified in any respect. (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise As of the Conversion Right and understands that, although the Company is a reporting companyClosing Date, the Lender is, upon exercising aggregate principal sum outstanding under the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and Vornado Note will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register $62,000,000.00, interest and fees outstanding under the Securities Act any Shares acquired upon an exercise Vornado Note will be $4,563,599.00 and other charges outstanding under the Vornado Note will be $305,000.00. As of the Conversion Right; and D. any Shares acquired by Closing Date, the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration aggregate principal sum outstanding under the Securities ActPrudential Note will be $37,978,480.00, unless an exemption from registration is availableinterest and fees outstanding under the Prudential Note will be $203,480.00 and other charges outstanding under the Prudential Note will be $951,768.00. (vii) Lender does not know of any offsets or defenses on the Lenderpart of Borrower, alone any Guarantor or Xxxxxxx with respect to the obligations of any of them under the Loan Documents, and, to its advisorknowledge, no such party or other third party has enough knowledge and experience made any claim against Lender in financial and business matters connection with the Vornado Loan or against the Lender or the Prudential Lender in connection with the Prudential Loan except as set forth on Schedule I; provided however, that no representation contained herein shall be deemed to make it capable constitute a representation regarding the "commercial reasonableness" of evaluating the merits and risks foreclosure proceeding relating to the collateral securing the Loans for purposes of investing applicable law, including the Uniform Commercial Code as in effect in the Company;State of New York. (viii) Lender is the Lender makes 100% owner of the Loan to Loans and there are no participants in the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any Loans other person;than Participant. (ix) Lender has the Lender understands that right under the Loan Documents to sell the Participation to Participant on the terms set forth herein and no consent from any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:third party is required to sell such Participation to Participant. (x) the Lender has good and sufficient right and authority to enter into this This Agreement and the performance of its obligations hereunder by Xxxxxx and VRLP do not violate any agreement to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinwhich either of them is a party or to which either of them is bound. (b) The representations, warranties, covenants Except for the specific representations and agreements of and warranties made by the Lender contained inin this Agreement, Lender makes no representation or warranty with reference to, and it does not assume nor shall it have responsibility or liability express or implied for, the due authorization, execution or delivery by the Borrower, any of the Guarantors or any other entity or person obligated with respect to the Loans or the Loan Documents, any representation or warranty made by the Borrower, any of the Guarantors or other entity or person obligated with respect to the Loans, the performance or observance by the Borrower, any of the Guarantors or other entity or person obligated with respect to the Loans of any provisions of the Loan Documents, the enforceability, collectability, validity or legality of any Loan Documents, or delivered pursuant to, this Agreement shall be true at and as any security interest granted to or for the benefit of the Effective Date and shall remain in full force and effect throughout Lender or the term financial condition or solvency of this Agreementthe Borrower, any of the Guarantors or any other entity or person obligated with respect to the Loans or any credit or other information provided by the Borrower, any of the Guarantors or other entity or person obligated with respect to the Loans or the sufficiency of any collateral securing the Loans.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company that: (ia) If the Lender makes is a corporation, the Loan Lender has the corporate power and authority to enter into this Financing Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the Lender of this Financing Agreement and the Related Agreements and the consummation by the Lender of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Lender. This Financing Agreement and the Related Agreements have been duly executed and delivered by the Lender and constitute valid and binding obligations of the Lender, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The execution, delivery and performance by the Lender of this Financing Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Lender. (c) There is no pending, or to the knowledge of the Lender, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might ffect the validity or enforceability of this Financing Agreement or the Related Agreements. (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Financing Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder. (e) The Lender qualifies as an accredited Lender for purposes of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act") and Rules 501(a) and 215 thereunder. The Lender acknowledges that it has made an independent due diligence investigation of the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) has reviewed each of the Securities Act Reports and Rule 506 of Regulation D of that the Securities Act for the private offering of securities; (ii) Company has made available to the Lender is eligible at a reasonable time prior to make the Loan execution of this Financing Agreement. The Lender has had the opportunity to ask questions and receive answers concerning the business and affairs of the Company and acquire the Conversion Right in terms and conditions of the sale of securities contemplated by this Financing Agreement and to obtain any additional information (which the Company under Regulation Dpossesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to the Lender. The Lender is sophisticated, understands the transactions described in this Financing Agreement and the Related Documents, and all statements set forth has previous experience in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained making loans to corporations in this Agreement, or that have been otherwise given transactions similar to the CompanyLoan contemplated by this Financing Agreement. The Lender has consulted with its legal, are correct financial, accounting, tax, and complete as investment advisors with respect to the advisability of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising contemplated by this Financing Agreement, to the Conversion Right; (iv) extent the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges deemed that the Company has made no effort and takes no responsibility for the consequences to the such consultation is necessary or appropriate. The Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (va) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise loss of the Conversion Right; and D. any Shares acquired by the Lender upon exercise entire principal amount of the Conversion Right may never be sold Loan without any material adverse effect on his, her or otherwise transferred without registration under the Securities Actits business, unless an exemption from registration is available. operations or prospects, (viib) the Lender, alone or with its advisor, has enough such knowledge and experience in financial and business matters to make that he, she or it is capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes making the Loan to the Company pursuant to this Financing Agreement, (c) realizes that the Company has a significant need for additional financing and acquires without such additional financing may be unable to repay the Conversion Right as principal for its own account Notes when due and not for may have to cease operations, (d) realizes that the benefit advancement of any funds by the Lender to the Company is highly speculative and subject to significant risks including, without limitation, those risks identified in the Reports, and (e) understands that the documents provided to Lender in connection with the transactions contemplated hereby may contain forward-looking information that involve risk and uncertainties that could cause actual results to differ materially from such statements, including, but not limited to, those risks relating to product demand, pricing, market acceptance, the effect of economic conditions, the validity and enforceability of intellectual property rights, the outcome of government regulatory proceedings, competitive products, risks in product and technology development, the ability to complete transactions, and other person;risks identified in the Reports. (ixf) The Lender understands that the Note, and the shares issuable upon conversion of the Note are characterized as "restricted securities" under the federal securities laws inasmuch as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 and applicable state law only in certain limited circumstances. In this regard, the Lender represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Lender understands that it is accepting the Note and to the extent the Lender receives any shares upon conversion or payment of the Note, the Lender will accept such securities for investment purposes only and without the view toward the further distribution of such securities except pursuant to a registration statement that may be effective permitting the public offer or sale of such securities, or pursuant to an exemption from registration under federal and applicable state laws. In the event the Lender does attempt to offer or sell the Note, or underlying securities in the circumstances contemplated by the preceding sentence, the Lender will do so only in accordance with the requirements of federal and applicable state laws and interpretations thereof. (g) If the Registration Statement is not effective, the Lender understands that the certificates evidencing the Shares will bear a legend substantially in the following form: "The securities represented by this certificate have not been registered with the Securities and Exchange Commission or the securities commission of any Certificates representing Shares acquired state in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the securities act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the securities act and in accordance with applicable state securities laws." (h) The Lender has no intention or right to obtain the shares of the Company's common stock pledged by certain affiliates of the Company to collateralize the repayment of the Note and the Company's performance of its covenants in this Financing Agreement and the Related Documents except pursuant to a foreclosure as permitted in the Related Documents following a material default by the Lender upon exercise Company and the guarantors, not cured in accordance with the terms of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Related Documents. The Lender has good no intention to sell the pledged shares except after a foreclosure accomplished pursuant to the preceding sentence. The Lender has not sought the pledge of the shares pursuant to the Related Documents as a part of any plan or scheme to distribute any securities in a manner not in compliance with the requirements of federal and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinall applicable state laws. (bi) In all matters related to this Financing Agreement and the Related Documents, the Lender is acting strictly on his, her, or its own behalf, and is not acting as a group with any other person in connection with this Financing Agreement, the Loan, the Related Documents, or any Loan made, pledge accepted, or Related Documents executed and accepted by any other person, whether or not a part of the four hundred thousand dollar ($400,000) aggregate Loan being sought by the Company pursuant hereto. (j) The representationsLender is a legal resident of the country set forth beneath his, warrantiesher, covenants or its signature to this Financing Agreement, and agreements of and by there is no basis that the Lender contained incan claim residence in any country other than such country. (k) The Lender is not, or delivered pursuant toand has never been, this Agreement shall be true at and as an "affiliate" of the Effective Date and shall remain in full force and effect throughout Company as the term "affiliate" is defined in Rule 405 of this AgreementRegulation C adopted under the Securities Act of 1933, as amended. If the Lender becomes an affiliate of the Company at any time during the period the Note is outstanding, the Lender will notify the Company in writing.

Representations and Warranties of the Lender. (a) 1.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viig) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiih) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ixi) the Lender understands that any Certificates certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xj) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) 1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Each Lender represents and warrants towarrants, severally and covenants and agrees with not jointly, to the Company that: Section 4.1 Such Lender is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is a resident of the State of California. Section 4.2 Such Lender 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 is able financially to bear the risks thereof, including the complete loss of its investment. Section 4.3 Such Lender has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. Section 4.4 The Notes being purchased by such Lender are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Section 4.5 Such Lender understands that (i) the Lender makes Notes purchased have not been registered under the Loan to Securities Act by reason of their issuance in a transaction exempt from the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) requirements of the Securities Act and pursuant to Section 4(2) thereof or Rule 505 or 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration promulgated under the Securities Act, unless an exemption from registration and (ii) the purchase of the Notes is availablea speculative investment that involves a high degree of risk of loss of the entire investment. (vii) the LenderSection 4.6 No broker has acted on behalf of such Lender in connection with this Agreement, alone and there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company;such Lender or any action taken by it. (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Section 4.7 Such Lender has good and sufficient right full corporate or other power and authority to enter into and to perform this Agreement and to carry out the transactions all documents and agreements contemplated by this Agreement on the terms Agreement, and conditions contained hereineach such document has been validly executed by such Lender and is such Lender’s legal, valid and binding obligation, enforceable against such Lender in accordance with its terms. Section 4.8 Such Lender has sufficient funds unconditionally available to it (bwithout the need to obtain any additional third party financing or to satisfy any other financing contingency) The representationsto perform its obligations hereunder, warranties, covenants and agreements of and by including its obligations to purchase the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this AgreementNotes.

Representations and Warranties of the Lender. (a) The Lender the Lender, represents and warrants to, and covenants and agrees with to the Company that: (ia) All action, corporate or otherwise, on the part of such Lender, and its officers, directors, and shareholders or partners, as the case may be, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of such Lender makes hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the which such Lender is eligible to make the Loan to the Company a party, when executed, constitute valid and acquire the Conversion Right legally binding obligations of such Lender, enforceable against such Lender in the Company under Regulation Daccordance with their respective terms, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto except as Schedule A, are true and correct and enforceability may be relied upon limited by the Company; furtherapplicable bankruptcy, all informationinsolvency, representations reorganization, moratorium or similar laws and warranties contained subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or that have been otherwise given to the Company, are correct and complete as result in a breach of any of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed uponterms of, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is constitute a reporting companydefault under, the Lender ischarter, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event bylaws or other organizational documents of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availablesuch Lender. (viib) the LenderIt has such knowledge, alone or with its advisor, has enough knowledge skill and experience in business, financial and business investment matters to make so that it is capable of evaluating the merits and risks of investing an investment in the Company;Notes and the Warrants. (viiic) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary or advisable in connection with an investment in the Notes and the Warrants; and each Lender makes the Loan has received all information and data which it believes to be necessary in order to reach an informed decision as to the Company advisability of an investment in the Notes and acquires the Conversion Right as principal Warrants. (d) It had the opportunity to discuss the Company’s business with the Company’s senior executives. (e) The Notes and the Warrants are being acquired for its own account investment only and not for resale or with a view to the benefit of any other person;distribution thereof, except as the same may be made in compliance with all applicable securities laws. (ixf) It has been advised that the Notes and the Warrants are not being registered under the Act on the grounds that this transaction is exempt under the Act as not involving any public offering. (g) It has been advised that the Notes and the Warrants may not be sold or offered for sale in the absence of an effective registration statement as to the securities under the Act and any applicable state securities acts or the availability of an exemption from the registration requirements under the Act and any applicable state securities acts. (h) It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender understands that any Certificates representing Shares the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being acquired by from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. Such Lender upon exercise acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. Such Lender is aware of the Conversion Right will have provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a resale legend on them that will read substantially as follows: (x) private placement subject to the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinsatisfaction of certain conditions. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The 1. 1The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender has read and understood the Company's Business Plan, as described in its most recent annual and quarterly financial reports, filed on Xxxxx and how it will affect the Lender's investment and any future sale of the Company's Shares, if the Conversion Right is exercised; (g) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viih) the Lender has received all information and documentation and has asked all questions of Company representatives that it or its advisor deems necessary or desirable so that it can make an informed decision regarding the investment made hereunder; (i) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiij) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ixk) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xl) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein; and (m) the making of this Agreement and the completion of the transactions contemplated hereby will not conflict with, result in the breach of, or constitute default under the Memorandum or Articles of the Lender or any instrument or agreement of any kind whatsoever to which it is a party or by which it is bound. (b) The 1. 2The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement. 2. The Loan 2. 1Subject to the terms of this Agreement, the Lender hereby agrees to loan to the Company, and the Company hereby agrees to borrow from the Lender, the sum of US$250,000 (the " Loan").

Representations and Warranties of the Lender. The Lender hereby represents and warrants to the Borrower as follows, understanding that the Borrower is relying upon such representations and warranties in executing and delivering this Agreement, in issuing the Debenture, and in issuing any Conversion Shares as contemplated hereby or thereby: (a) The Lender represents and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act is a corporation that was not formed for the private offering specific purpose of securities; (ii) acquiring the Lender is eligible to make the Loan to the Company securities offered and acquire the Conversion Right has total assets in the Company under Regulation D, and all statements set forth in the Declaration excess of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the $5,000,000. The Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough such knowledge and experience in financial and business matters to make that it is capable of evaluating the merits and risks of investing in the Company;Debenture and the Conversion Shares, and is able to bear the economic risk of the Debenture and the Conversion Shares. (viiib) The Lender is acquiring the Lender makes the Loan to the Company and acquires the Conversion Right as principal Debenture for its own account and not for with a view to the benefit resale or distribution of the Debenture or the Conversion Shares in whole or in part in violation of the Securities Act or applicable state law. (c) The Lender acknowledges that it has not received nor is it aware of any other person;general solicitation or general advertising of the Debenture or the Conversion Shares, including without limitation, (i) any communication published in any newspaper or magazine or broadcast over television or radio, or (ii) any seminar or meeting to which people were invited by means of a general solicitation or general advertising. (ixd) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the The Lender has good and sufficient right the corporate power and authority to enter into this Agreement and to carry out purchase the transactions contemplated Debenture. This Agreement has been duly and validly authorized, executed, and delivered by this Agreement on the Lender and constitutes the legal, valid, and binding obligation of the Lender, enforceable against the Lender in accordance with its terms. (e) The Lender has had access prior to its receipt of the Debenture to such information relating to the Borrower as the Lender has desired, and has been given the opportunity to (i) ask questions of and receive answers from the Borrower and its representatives concerning the Borrower and the terms and conditions contained herein. of the Debenture, and (bii) The representationsobtain any additional information that the Borrower possesses or can obtain, warrantieswithout unreasonable effort or expense, covenants and agreements that is necessary to verify the accuracy of and the information furnished by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain Borrower in full force and effect throughout the term of this Agreementconnection herewith.

Representations and Warranties of the Lender. Lender represents and warrants to the Company as follows: (a) The Lender represents acknowledges and warrants toagrees that the Lender’s Loan is not evidenced by a written promissory note or any other written instrument purporting to evidence the terms of the Lender’s Loan. (b) The Lender acknowledges that the Shares have not been registered under U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and covenants are being offered and agrees with the Company that: (i) the Lender makes the Loan sold pursuant to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption an exemption from registration provided by Section 4(2) of contained in the Securities Act and Rule 506 of Regulation D such state laws based in part upon the representations of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the herein. The Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction also understands and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed uponmade any recommendation or endorsement of the Shares. (c) The Shares are being acquired for the Lender’s own account, for investment and not with a view to, or make for resale in connection with, any finding distribution or determination as to public offering thereof. The Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements disposition of the investment made hereunder;Shares. (vid) the The Lender acknowledges that: A. there are substantial restrictions on that the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company must be held indefinitely unless a subsequent disposition thereof is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register registered under the Securities Act any and applicable state securities laws, or is exempt from such registration. The Lender understands that a restrictive legend will be placed on the certificate for the Shares acquired upon an exercise of and related stop transfer instructions will be entered with the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availableCompany’s transfer agent. (viie) This Agreement constitutes the Lenderlegal, alone or valid and binding obligation of the Lender enforceable against the Lender in accordance with its advisorterms except as such enforceability may be limited by bankruptcy, has enough knowledge insolvency or similar laws and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company;by equitable principles. (viiif) the The Lender makes the Loan has had access to and has obtained all material information concerning the Company and acquires its business and financial condition, operations, prospects and investments, has personally made such independent investigations of the Conversion Right Company as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by deems necessary and advisable and has been supplied with all information and data which the Lender believes is necessary to reach an informed decision as to the advisability of acquiring the Shares upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (bg) The representationsLender is an “accredited investor” as defined in Regulation D under the Securities Act, warranties, covenants and agreements of and as represented by the Lender contained in, or delivered pursuant to, this in the Stock Subscription Agreement shall be true at executed by the Lender. (h) The Lender has such experience in financial and as business matters such that the Lender is capable of evaluating the Effective Date merits and shall remain in full force and effect throughout risks of acquiring the term of this AgreementShares hereunder.

Representations and Warranties of the Lender. As of each issuance of Class G Units hereunder, each Lender hereby represents and warrants to the Company as follows: (a) This Agreement constitutes a valid and legally binding obligation of the Lender enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, rules and laws governing specific performance, injunctive relief and other equitable remedies. (b) The Lender’s principal place of business is identified in the address of Lender set forth on Exhibit A. (c) The Lender represents and warrants tois purchasing the Class G Units for the Lender’s own account for investment only, and covenants and agrees not with the Company that:view to the resale or distribution thereof. (id) The Lender has had an opportunity to have the Lender makes the Loan Lender’s questions with respect to the Company and acquires the Conversion Right business plan of the Company answered by the appropriate officers of the Company, desires no further or additional information concerning the Company or its operation and deems such information received and reviewed adequate to evaluate the merits and risks of Lender’s investment in the Company. (as defined hereine) The Lender has sufficient experience in reliance upon business, financial and investment matters to be able to evaluate the Exemption from registration provided by Section 4(2risks involved in the purchase of the Class G Units and to make an informed investment decision with respect to such purchase. (f) The Lender can afford a complete loss of the value of the Class G Units and is able to bear the economic risk of holding the Class G Units for an indefinite period. (g) The Lender understands that the Class G Units have not been registered under the Securities Act and Rule 506 of Regulation D 1933, as amended (the “Securities Act”), or under any applicable state securities laws, nor can they be sold, transferred, or otherwise disposed of unless they are subsequently registered under the Securities Act for the private offering of securities; (ii) the or state securities law or an exemption from registration is then available. The Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort ​ ​ ​ undertaking either to register the Class G Units or to make available any exemption from registration or to supply any information to facilitate the sale of the Class G Units. The Lender further understands and takes no responsibility for agrees that the consequences Company will not honor any attempt by the Lender to sell, pledge, transfer or otherwise dispose of the Class G Units in the absence of an effective registration statement under the Securities Act or an opinion of counsel satisfactory in form and substance to the Company that an exemption is available therefrom. (h) The Lender qualifies as an investor acquiring this Conversion right and“accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). (i) The Lender understands that a legend, in particular, in purchasing concerning the securities upon exerciselaw restrictions on transfer of the Class G Units, will be placed on a certificate, if any, representing the Class G Units. (j) Upon issuance, the Class G Units will be registered only in the name of the Conversion Right;Lender. (vk) no federal The Lender has not and will not rely upon the Company or state agency has passed uponthe Company’s legal advisors for advice with respect to any tax consequences related to the ownership, purchase or make any finding or determination disposition of the Class G Units and assumes full responsibility for all such consequences as to the fairness preparation and filing of this investmentall tax returns and elections which may and must be filed in connection with the Class G Units. (l) Neither the Lender nor any of its directors, and executive officers, other officers that there have been no federal may serve as a director or state agency recommendations officer of any company in which it invests, general partners or endorsements managing members is subject to any of the investment made hereunder; “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viviii) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired (“Disqualification Events”), except for Disqualification Events covered by the Lender upon exercise of the Conversion Right may never be sold Rule 506(d)(2)(ii) or otherwise transferred without registration (iii) under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge Act and experience disclosed in financial and business matters writing in reasonable detail to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with to the Company that: Section 4.1 The Lender is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is a resident of the State of California. Section 4.2 The Lender 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 is able financially to bear the risks thereof, including the complete loss of its investment. Section 4.3 The Lender has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. Section 4.4 The Notes being purchased by the Lender are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Section 4.5 The Lender understands that (i) the Lender makes Notes purchased have not been registered under the Loan to Securities Act by reason of their issuance in a transaction exempt from the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) requirements of the Securities Act and pursuant to Section 4(2) thereof or Rule 505 or 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration promulgated under the Securities Act, unless an exemption from registration and (ii) the purchase of the Notes is availablea speculative investment that involves a high degree of risk of loss of the entire investment. (vii) the Lender, alone or with its advisor, Section 4.6 No broker has enough knowledge and experience in financial and business matters to make it capable acted on behalf of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company in connection with this Agreement, and acquires the Conversion Right as principal for its own account and not for the benefit of there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any other person; (ix) agreement, arrangement or understanding with the Lender understands that or any Certificates representing Shares acquired action taken by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:it. (x) the Section 4.7 The Lender has good and sufficient right full corporate or other power and authority to enter into and to perform this Agreement and to carry out the transactions all documents and agreements contemplated by this Agreement on the terms Agreement, and conditions contained herein. (b) The representations, warranties, covenants and agreements of and each such document has been validly executed by the Lender contained inand is the Lender’s legal, valid and binding obligation, enforceable against the Lender in accordance with its terms. Section 4.8 The Lender has sufficient funds unconditionally available to it (without the need to obtain any additional third party financing or delivered pursuant toto satisfy any other financing contingency) to perform its obligations hereunder, this Agreement shall be true at including its obligations to purchase the Initial Note and as of the Effective Date and shall remain in full force and effect throughout the term of each Additional Note provided by this Agreement.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company that: (ia) If the Lender makes is a corporation, the Loan Lender has the corporate power and authority to enter into this Financing Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the Lender of this Financing Agreement and the Related Agreements and the consummation by the Lender of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Lender. This Financing Agreement and the Related Agreements have been duly executed and delivered by the Lender and constitute valid and binding obligations of the Lender, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The execution, delivery and performance by the Lender of this Financing Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Lender. (c) There is no pending, or to the knowledge of the Lender, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation that might affect the validity or enforceability of this Financing Agreement or the Related Agreements. (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Financing Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder. (e) The Lender qualifies as an accredited Lender for purposes of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act") and Rules 501(a) and 215 thereunder. The Lender acknowledges that it has made an independent due diligence investigation of the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) has reviewed each of the Securities Act Reports and Rule 506 of Regulation D of that the Securities Act for the private offering of securities; (ii) Company has made available to the Lender is eligible at a reasonable time prior to make the Loan execution of this Financing Agreement. The Lender has had the opportunity to ask questions and receive answers concerning the business and affairs of the Company and acquire the Conversion Right in terms and conditions of the sale of securities contemplated by this Financing Agreement and to obtain any additional information (which the Company under Regulation Dpossesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to the Lender. The Lender is sophisticated, understands the transactions described in this Financing Agreement and the Related Documents, and all statements set forth has previous experience in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained making loans to corporations in this Agreement, or that have been otherwise given transactions similar to the CompanyLoan contemplated by this Financing Agreement. The Lender has consulted with its legal, are correct financial, accounting, tax, and complete as investment advisors with respect to the advisability of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising contemplated by this Financing Agreement, to the Conversion Right; (iv) extent the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges deemed that the Company has made no effort and takes no responsibility for the consequences to the such consultation is necessary or appropriate. The Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (va) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise loss of the Conversion Right; and D. any Shares acquired by the Lender upon exercise entire principal amount of the Conversion Right may never be sold Loan without any material adverse effect on his, her or otherwise transferred without registration under the Securities Actits business, unless an exemption from registration is available. operations or prospects, (viib) the Lender, alone or with its advisor, has enough such knowledge and experience in financial and business matters to make that he, she or it is capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes making the Loan to the Company pursuant to this Financing Agreement, (c) realizes that the Company has a significant need for additional financing and acquires without such additional financing may be unable to repay the Conversion Right as principal for its own account Notes when due and not for may have to cease operations, (d) realizes that the benefit advancement of any funds by the Lender to the Company is highly speculative and subject to significant risks including, without limitation, those risks identified in the Reports, and (e) understands that the documents provided to Lender in connection with the transactions contemplated hereby may contain forward-looking information that involve risk and uncertainties that could cause actual results to differ materially from such statements, including, but not limited to, those risks relating to product demand, pricing, market acceptance, the effect of economic conditions, the validity and enforceability of intellectual property rights, the outcome of government regulatory proceedings, competitive products, risks in product and technology development, the ability to complete transactions, and other person;risks identified in the Reports. (ixf) The Lender understands that the Note, Warrants, and the shares issuable upon conversion of the Note and exercise of the Warrants are characterized as "restricted securities" under the federal securities laws inasmuch as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 and applicable state law only in certain limited circumstances. In this regard, the Lender represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Lender understands that it is accepting the Note and the Warrants, and to the extent the Lender receives any shares upon conversion or payment of the Note or exercise of the Warrant, the Lender will accept such securities for investment purposes only and without the view toward the further distribution of such securities except pursuant to a registration statement that may be effective permitting the public offer or sale of such securities, or pursuant to an exemption from registration under federal and applicable state laws. In the event the Lender does attempt to offer or sell the Note, Warrants, or underlying securities in the circumstances contemplated by the preceding sentence, the Lender will do so only in accordance with the requirements of federal and applicable state laws and interpretations thereof. (g) If the Registration Statement is not effective, the Lender understands that the certificates evidencing the Shares will bear a legend substantially in the following form: "The securities represented by this certificate have not been registered with the Securities and Exchange Commission or the securities commission of any Certificates representing Shares acquired state in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the securities act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the securities act and in accordance with applicable state securities laws." The Lender has no intention or right to obtain the shares of the Company's common stock pledged by certain affiliates of the Company to collateralize the repayment of the Note and the Company's performance of its covenants in this Financing Agreement and the Related Documents except pursuant to a foreclosure as permitted in the Related Documents following a material default by the Lender upon exercise Company and the guarantors, not cured in accordance with the terms of the Conversion Right will have Related Documents. The Lender has no intention to sell the pledged shares except after a resale legend on them that will read substantially foreclosure accomplished pursuant to the preceding sentence. The Lender has not sought the pledge of the shares pursuant to the Related Documents as follows: (x) a part of any plan or scheme to distribute any securities in a manner not in compliance with the requirements of federal and all applicable state laws. In all matters related to this Financing Agreement and the Related Documents, the Lender has good is acting strictly on his, her, or its own behalf, and sufficient right is not acting as a group with any other person in connection with this Financing Agreement, the Loan, the Related Documents, or any Loan made, pledge accepted, or Related Documents executed and authority to enter into this Agreement and to carry out accepted by any other person, whether or not a part of the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and $270,000 aggregate Loan being sought by the Company pursuant hereto. The Lender contained inis a legal resident of the country set forth beneath his, her, or delivered pursuant toits signature to this Financing Agreement, this Agreement shall be true at and as there is no basis that the Lender can claim residence in any country other than such country. The Lender is not, and has never been, an "affiliate" of the Effective Date and shall remain in full force and effect throughout Company as the term "affiliate" is defined in Rule 405 of this AgreementRegulation C adopted under the Securities Act of 1933, as amended. If the Lender becomes an affiliate of the Company at any time during the period the Note is outstanding, the Lender will notify the Company in writing.

Representations and Warranties of the Lender. The Lender -------------------------------------------- represents and warrants to the Company as follows: (a) The Lender represents has received, read, and warrants understands the Information Statement of GDC Group, Inc. and its subsidiaries dated February 5, 1997 which includes recent business developments and risk factors (the "Information Statement"). The Lender has been advised by the Company that the Information Statement contains important information about the Company and its operations, which updates certain material in the Confidential Private Placement Memorandum of GDC Group, Inc. (f/k/a DK Industries, Inc.) dated August 8, 1996, as supplemented on September 25, 1996 and October 28, 1996 (the "Memorandum"). The Lender acknowledges (i) having received a copy of the Memorandum (in connection with this offering or a prior offering of GDC Group, Inc.) and (ii) having read all of the risk factors therein (as updated by the Information Statement). (b) The Lender has had such opportunity to ask questions of, and to receive answers from, the Company, or an agent of the Company, concerning the terms and conditions of the investment and the business and affairs of the Company, and to verify such information, as the Lender considers necessary or advisable in order to form a decision concerning an investment in the Company. (c) The Note is being acquired for investment for the Lender's own account and not with the view to, and covenants and agrees with the Company that: or for resale in connection with, any distribution or public offering thereof. The Lender understands that neither (i) the Lender makes Note and the Loan to Common Stock issuable upon conversion of the Company Note nor (ii) the Series AA Warrants and acquires the Conversion Right Common Stock issuable upon conversion thereof, has been registered under the Securities Act of 1933, as amended (as defined herein) the "Securities Act"), or any state securities laws by reason of the contemplated issuance in reliance upon transactions exempt from the Exemption from registration provided by Section 4(2) requirements of the Securities Act and Rule 506 applicable state securities laws and that the reliance of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right others upon these exemptions is predicated in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied part upon this representation by the Company; further, all information, representations and warranties contained in this Agreement, Lender. The Lender further understands that the Note may not be transferred or that have been otherwise given to resold without the Company, are correct and complete as approval of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right;its counsel, which consent shall not be unreasonably withheld. (ivd) The Lender's principal residence is located in the State of ________. (e) The Lender is able to bear the loss of the entire investment of the Note without any material adverse effect on the Lender's financial position or prospects, and the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough such knowledge and experience in of financial and business matters to make it be capable of evaluating the merits and risks of investing in the investment to be made pursuant to the Agreement. (f) The Lender hereby acknowledges its understanding that First Equity Capital Securities, Inc. ("First Equity") will receive a commission on this transaction equal to 10% of the gross proceeds, payable by the Company;. The Lender further acknowledges that principals or affiliates of First Equity have advised the Company that they intend to invest in this offering. (g) The Lender is (check all that apply): (i) A natural person whose individual net worth (assets less liabilities), or joint net worth with his or her spouse, exceeds $1,000,000. (ii) A natural person whose individual income was in excess of $200,000, or whose joint income with his or her spouse was in excess of $300,000, in each of the two most recent years, and who has a reasonable expectation of reaching the same income level for the current year. ____ (iii) A bank, insurance company, registered investment company, business development company, small business investment company, or employee benefit plan . (vi) An organization described in Section 501(c) (3) of the Internal Revenue Code with assets in excess of $5,000,000. ____ (vii) A corporation, Massachusetts or similar business trust, or partnership with assets in excess of $5,000,000. ____ (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit A trust with assets in excess of any other person; $5,000,000. ____ (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise A director or an executive officer of the Conversion Right will have a resale legend on them that will read substantially as follows: Company. ____ (x) An entity in which all of the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. equity owners are accredited investors. ____ (bxi) The representationsA self-directed IRA, warranties, covenants and agreements of and by the Lender contained inXxxxx, or delivered pursuant tosimilar plan of which the individual directing the investments qualifies as an "accredited investor" under one or more of items (i)-(x), this Agreement shall be true at and as above. Also check which of the Effective Date and shall remain in full force and effect throughout the term of this Agreementitem(s) (i)-(x) applies to such plan.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company Corporation that it is acquiring the Securities for investment and acquires not with a view to the Conversion Right (as defined herein) in reliance upon distribution thereof within the Exemption from registration provided by Section 4(2) meaning of the Securities Act and Rule 506 of Regulation D Act. (b) Lender understands that none of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, securities which are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as being purchased pursuant to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration registered under the Securities Act, and such securities cannot be sold unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available. (viic) Lender further understands that Rule 144 (the provisions of which are known to Lender) promulgated under the Securities Act is not currently available as a basis for exemption from registration of any of the securities purchased by such Lender and, except as otherwise expressly provided in this Agreement, the Corporation is under no obligation to take any actions which may be necessary in order to render the provisions of Rule 144 available as a basis for such exemption from registration. (d) Lender represents and warrants that it has not engaged any broker or finder in connection with the transactions contemplated by this Agreement. (e) Lender represents and warrants that it has been duly formed under the Pennsylvania law, it is validly subsisting as a corporation as of the date of this Agreement and the execution, delivery and performance of this Agreement has been authorized by all requisite corporate action. Lender's principal place of business is located in Pennsylvania. (f) Lender is (i) an "institutional investor" as that term is defined in Section 102 of the Pennsylvania Securities Act of 1972, as amended, and (ii) a corporation not formed for the specific purpose of acquiring the Securities with total assets in excess of $5,000,000. (g) The Lender has no present arrangement, understanding or agreements for transferring or disposing of any of the Securities. (h) The Lender is familiar with the Corporation's business, financial condition, affairs and prospects and also is aware that the Securities represent a very speculative investment with the possibility of complete loss of all funds the Lender has invested. (i) Before executing this Agreement, Lender was furnished with or given access to all information with respect to the Corporation, which was requested. The Lender or their representatives were given the opportunity to ask the Corporation's officers any and all questions which such persons had, and confirm that such persons received satisfactory answers relating to the Corporation's business, financial condition, affairs and prospects. (j) Based on the foregoing representations and warranties of the Lender, alone or the representations and warranties of the Corporation and the information and schedules provided by the Corporation to the Lender in connection with its advisorthe execution of this Agreement, has enough Lender confirms that it possesses sufficient knowledge and experience in financial and business matters generally, and sufficient familiarity with the Corporation in particular, to make it capable of evaluating evaluate the merits and risks of investing investment in the Company; (viii) Securities and to execute and deliver this Agreement. Lender also confirms that it is able to bear the Lender makes the Loan to the Company economic risk inherent in its investment and acquires the Conversion Right as principal for its own account understands that there is and not will be no private or public market for the benefit of any other person; (ix) Securities in the event Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority needs to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinliquidate its investment. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company that: (ia) If the Lender makes is a corporation, the Loan Lender has the corporate power and authority to enter into this Financing Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the Lender of this Financing Agreement and the Related Agreements and the consummation by the Lender of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Lender. This Financing Agreement and the Related Agreements have been duly executed and delivered by the Lender and constitute valid and binding obligations of the Lender, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The execution, delivery and performance by the Lender of this Financing Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Lender. (c) There is no pending, or to the knowledge of the Lender, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Financing Agreement or the Related Agreements. (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Financing Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder. (e) The Lender qualifies as an accredited investor for purposes of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act") and Rules 501(a) and 215 thereunder. The Lender acknowledges that it has made an independent due diligence investigation of the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) has reviewed each of the Securities Act Reports and Rule 506 of Regulation D of that the Securities Act for the private offering of securities; (ii) Company has made available to the Lender is eligible at a reasonable time prior to make the Loan execution of this Financing Agreement. The Lender has had the opportunity to ask questions and receive answers concerning the business and affairs of the Company and acquire the Conversion Right in terms and conditions of the sale of securities contemplated by this Financing Agreement and to obtain any additional information (which the Company under Regulation Dpossesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to the Lender. The Lender is sophisticated, understands the transactions described in this Financing Agreement and the Related Documents, and all statements set forth has previous experience in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained making loans to corporations in this Agreement, or that have been otherwise given transactions similar to the CompanyLoan contemplated by this Financing Agreement. The Lender has consulted with its legal, are correct financial, accounting, tax, and complete as investment advisors with respect to the advisability of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising contemplated by this Financing Agreement, to the Conversion Right; (iv) extent the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges deemed that the Company has made no effort and takes no responsibility for the consequences to the such consultation is necessary or appropriate. The Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (va) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise loss of the Conversion Right; and D. any Shares acquired by the Lender upon exercise entire principal amount of the Conversion Right may never be sold Loan without any material adverse effect on his, her or otherwise transferred without registration under the Securities Actits business, unless an exemption from registration is available. operations or prospects, (viib) the Lender, alone or with its advisor, has enough such knowledge and experience in financial and business matters to make that he, she or it is capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes making the Loan to the Company pursuant to this Financing Agreement, (c) realizes that the Company has a significant need for additional financing and acquires without such additional financing may be unable to repay the Conversion Right as principal for its own account Notes when due and not for may have to cease operations, (d) realizes that the benefit advancement of any funds by the Lender to the Company is highly speculative and subject to significant risks including, without limitation, those risks identified in the Reports, and (e) understands that the documents provided to Lender in connection with the transactions contemplated hereby may contain forward-looking information that involve risk and uncertainties that could cause actual results to differ materially from such statements, including, but not limited to, those risks relating to product demand, pricing, market acceptance, the effect of economic conditions, the validity and enforceability of intellectual property rights, the outcome of government regulatory proceedings, competitive products, risks in product and technology development, the ability to complete transactions, and other person;risks identified in the Reports. (ixf) The Lender understands that the Note, and the shares issuable upon conversion of the Note, are characterized as "restricted securities" under the federal securities laws inasmuch as they are being or will be acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 and applicable state law only in certain limited circumstances. In this regard, the Lender represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Lender understands that it is accepting the Note and to the extent the Lender receives any shares upon conversion or payment of the Note, the Lender will accept such securities for investment purposes only and without the view toward the further distribution of such securities except pursuant to a registration statement that may be effective permitting the public offer or sale of such securities, or pursuant to an exemption from registration under federal and applicable state laws. In the event the Lender does attempt to offer or sell the Note, or underlying securities in the circumstances contemplated by the preceding sentence, the Lender will do so only in accordance with the requirements of federal and applicable state laws and interpretations thereof. (g) If the Registration Statement is not effective, the Lender understands that the certificates evidencing the Shares will bear a legend substantially in the following form: "The securities represented by this certificate have not been registered with the Securities and Exchange Commission or the securities commission of any Certificates representing Shares acquired state in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the securities act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the securities act and in accordance with applicable state securities laws." (h) The Lender has no intention or right to obtain the shares of the Company's common stock pledged by certain affiliates of the Company to collateralize the repayment of the Note and the Company's performance of its covenants in this Financing Agreement and the Related Documents except pursuant to a foreclosure as permitted in the Related Documents following a material default by the Lender upon exercise Company, not cured in accordance with the terms of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Related Documents. The Lender has good no intention to sell the pledged shares except after a foreclosure accomplished pursuant to the preceding sentence. The Lender has not sought the pledge of the shares pursuant to the Related Documents as a part of any plan or scheme to distribute any securities in a manner not in compliance with the requirements of federal and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinall applicable state laws. (bi) In all matters related to this Financing Agreement and the Related Documents, the Lender is acting strictly on his, her, or its own behalf, and is not acting as a group with any other person in connection with this Financing Agreement, the Loan, the Related Documents, or any Loan made, pledge accepted, or Related Documents executed and accepted by any other person. (j) The representationsLender is a legal resident of the country set forth beneath his, warrantiesher, covenants or its signature to this Financing Agreement, and agreements of and by there is no basis that the Lender contained incan claim residence in any country other than such country. (k) The Lender is not, or delivered pursuant toand has never been, this Agreement shall be true at and as an "affiliate" of the Effective Date and shall remain in full force and effect throughout Company as the term "affiliate" is defined in Rule 405 of this AgreementRegulation C adopted under the Securities Act of 1933, as amended. If the Lender becomes an affiliate of the Company at any time during the period the Note is outstanding, the Lender will notify the Company in writing.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with the Company that: (i) 6.1 The Lender is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority and legal right to make and perform this Agreement. 6.2 The execution, delivery and performance by the Lender makes of this Agreement have been duly authorized by all necessary action by the Loan Lender and is not and will not violate any provisions of law applicable to the Company and acquires Lender, any rules, regulations or orders applicable to the Conversion Right (as defined herein) in reliance Lender or any judgments or decrees binding upon the Exemption from registration provided by Section 4(2) Lender. This Agreement is a valid and legally binding obligation of the Securities Act Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, motorium and Rule 506 similar laws affecting credits' rights generally and the general principles of Regulation D equity (regardless of the Securities Act whether considered in a proceeding at law or in equity). 6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the private offering of securities; (ii) execution, delivery performance by the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been otherwise given received or accomplished. 6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Company's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Company is a party or by which it is or its assets are bound, (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Company, are correct and complete as of the date hereofexcept in any such case (i), and may be relied upon by the Company; (ii) or (iii) above, for any such conflicts, violations or defaults which either individually or in the Lender is aware aggregate do not have a material adverse effect on the business properties of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising its subsidiaries, taken as a whole. 6.5 The Company has taken such actions as are required by applicable law to be taken by it to establish the Conversion Right;ESOP and the Trust. (iv) 6.6 There is no action, suit, investigation or proceeding pending, or to the Lender has consulted with its own legal advisor best knowledge of the Company, threatened against or affecting the ESOP or the Trust before any court or governmental department, agency or instrumentality. 6.7 The Loan will be an "exempt loan" as to this Agreement and its eligibility to acquire and/or exercise that term is defined under Regulation Section 54.4975-7(b)(1)(iii), provided the Conversion Right under the laws of its home jurisdiction and acknowledges Borrower determines that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company interest rate is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Rightmore than reasonable; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on are not "prohibited transactions" within the terms and conditions contained hereinmeaning of Section 4975 of Code Section 406(a) of ERISA. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and 6.8 Except as of the Effective Date and shall remain otherwise provided in full force and effect throughout the term of this Agreement, the Shares are not subject to any restriction on transfer under applicable Federal securities law and may be freely traded over-the-counter.

Representations and Warranties of the Lender. (a) The Lender represents and warrants toto the Borrower as follows, and covenants and agrees with the Company thatintent that the Borrower will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby: (ia) the Lender makes is a valid and subsisting corporation under the Loan laws of Alberta, Canada; (b) the Lender is neither a U.S. Person not acquiring the Shares or Warrants for the account of a U.S. Person or for resale in the United States and the Lender confirms that the Shares and Warrants have not been offered to the Company Lender and acquires that this Agreement has not been signed in the Conversion Right United States; (as defined hereinc) in reliance upon the Exemption from registration provided by Section 4(2) of Shares and Warrants have not been and will not be registered under the U.S. Securities Act and Rule 506 may not be offered or sold in the United States or to any U.S. Person, except pursuant to applicable exemptions from United States federal and state registration requirements; (d) the Lender has the corporate power and capacity to enter into this Agreement and to perform all of Regulation D its obligations hereunder. The execution and delivery of this Agreement and the consummation by the Lender of the Securities Act for transactions hereunder have been duly authorized by all necessary corporate action on the private offering part of securitiesthe Lender; (e) this Agreement has been duly executed and delivered by the Lender and is a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy or similar laws affecting enforcement of creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought; (f) each of the execution and delivery of this Agreement and all documents contemplated hereunder, the performance by the Lender of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Lender; (ii) the constating documents or resolutions of the Lender is eligible to make the Loan to the Company and acquire the Conversion Right which are in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of effect at the date hereof; (iii) any debt instrument, and may be relied upon material agreement, mortgage, indenture, contract, agreement, instrument, lease or other document to which the Lender is a party or by which it is bound; or (iv) any judgment, decree or order binding the CompanyLender or the property or assets thereof; (iiig) the Lender is aware of acquiring the significant economic Shares and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right Warrants as principal within the meaning of Applicable Securities Laws, for its own account and not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the the Shares and Warrants; (ixh) the Lender acknowledges that no securities commission, agency, Governmental Authority, stock exchange or other regulatory body has reviewed or passed on the merits of the the Shares and Warrants and there are risks associated with the acquisition of the Shares and Warrants; (i) the Lender acknowledges that the certificates representing the Shares and Warrants (and any shares issued upon exercise of the Warrants) will bear the following legends: “THE SECURITIES REPRESENTED HEREBY [FOR THE WARRANTS ADD: AND ANY SECURITIES ISSUABLE UPON CONVERSION THEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE U.S. SECURITIES ACT AND SUCH LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATEHEREBY CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [FOUR MONTHS PLUS ONE DAY FROM THE DISTRIBUTION DATE]” (j) the Lender understands the political, economic and other business risks of its investment, including the fact that cannabis is currently registered as a Schedule 1 drug under the Controlled Substances Act in the United States of America; (k) the Lender is not acting jointly or in concert with any Certificates representing Shares acquired other person in connection with its purchase of securities of the Borrower, and is not a party to any agreement, commitment or understanding with any other person for the acquisition or holding of securities of the Borrower, whether by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:Borrower, such other person, or other third party; (xl) the Lender acknowledges that there are restrictions under Applicable Securities Laws on the Lender’s ability to resell the Shares and Warrants and that it has been advised to consult its own legal advisors with respect to the particulars of such resale restrictions, and that it is the Lender’s sole responsibility to find out what those restrictions are and to comply with them; (m) the Lender has good not taken any action which will or may result in the Borrower, or any its directors, officers, employees or agents breaching any regulatory or legal requirements of any jurisdiction in connection with the purchase and sufficient right sale of the Shares and authority Warrants hereunder; (n) the Lender acknowledges that there may be material tax consequences to enter into this Agreement and to carry out the Lender from the transactions contemplated by this Agreement on under Canadian federal, provincial or local laws or foreign laws, and the terms and conditions contained herein.Borrower makes no representations regarding the tax consequences to the Lender; (bo) to the best of the knowledge of the Lender, the acquisition of the Shares and Warrants has not been made through or as a result of, and the distribution of the Shares and Warrants is not being accompanied by, any form of advertisement, including, without limitation, in printed public media, radio, television, internet or telecommunications, including electronic display, or as part of a general solicitation; (p) none of the funds the Lender is advancing to the Borrower pursuant to this Agreement are, to the knowledge of the Lender, proceeds obtained or derived, directly or indirectly, as a result of illegal activities. The representations, warranties, covenants and agreements of and funds which will be advanced by the Lender contained in, or delivered pursuant to, to the Borrower hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Lender acknowledges that the Borrower may in the future be required by law to disclose the Lender’s name and other information relating to this Agreement shall be true at and as the Lender’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Effective Date Lender’s knowledge (i) none of the funds to be provided by the Lender are being tendered on behalf of a person who has not been identified to the Lender, and shall remain (ii) the Lender will promptly notify the Borrower if the Lender discovers that any of such representations cease to be true, and to provide the Borrower with appropriate information in full force connection therewith; (q) to the best of the knowledge of the Lender, no person, firm or corporation is entitled to any brokerage, agency or finder’s fee in connection with the transactions described herein, except as disclosed to the Borrower; (r) the Lender acknowledges that no prospectus has been filed by the Borrower with any securities commission or similar authority, in connection with the issuance of the Shares and effect throughout Warrants, and the term issuance and the sale of this Agreementthe the Shares and Warrants is subject to such sale being exempt from the prospectus requirements under Applicable Securities Laws and accordingly: (i) the Lender is restricted from using certain civil remedies available under such legislation; (ii) the Lender may not receive information that might otherwise be required to be provided to it under such legislation; and (iii) the Borrower is relieved from certain obligations that would otherwise apply under such legislation.

Representations and Warranties of the Lender. The Lender hereby represents and warrants to the Company as follows: (a) The Lender represents He has received and warrants to, carefully reviewed the SEC reports and covenants documents referred to in Section 3 hereof. (b) He has had reasonable opportunity to ask questions of and agrees with receive answers from the management of the Company that: (i) concerning the Lender makes Company, its proposed business and the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation DLoan, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercisesuch questions, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as have been answered to the fairness full satisfaction of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availablesuch Investor. (viic) the Lender, alone or with its advisor, He has enough such knowledge and experience expertise in financial and business matters to make it that he is capable of evaluating the merits and risks of investing involved in an investment in the Company;Note, the Class A Warrants and the Warrant Shares, as such latter term is defined in the Class A Warrants. (viiid) the Lender makes the Loan to Acknowledges that the Company and acquires has determined that the Conversion Right exemption from the registration provisions of the Securities Act of 1933, as principal for its own account and not amended, ("Securities Act") for the benefit issue of any other person; (ix) the Lender understands that any Certificates representing Note, the Class A Warrants and the Warrant Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) Class A Warrants is based upon, in part, the Lender has good representations, warranties and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated agreements made by this Agreement on the terms and conditions contained each Investor herein. (be) Except as set forth in the documents described in Section 3 hereof, no representations or warranties have been made to Lender by the Company or any agent, employee or affiliate of the Company and in entering into this Subordinated Loan Agreement, he acknowledges that he has not relied on any information, other than that contained in the documents delivered to him or it by the Company and the results of independent investigations, if any, made by him. (f) He understands that the Note, the Class A Warrants and the Warrant Shares have not been registered under the Securities Act or the Securities Laws of any state, based upon an exemption from such registration requirements for non-public offerings to "Accredited Investors." (g) That he or it has been advised that: (i) The representationsNote, warrantiesthe Class Warrants and the Warrant Shares are "Restricted Securities" as said term is defined in Rule 144 of the Rules of Regulations promulgated under the Securities Act; (ii) The Note, covenants the Class A Warrants and agreements the Warrant Shares may not be sold or otherwise transferred unless they have first been registered under the Securities Act and all applicable State Securities Laws, unless exemption from such registration provisions are available with respect to said resale or transfer; (iii) Other than as set forth in the Class A Warrants, the Company is under no obligation to register the Class A Warrants or the Warrant Shares under the Securities Act or any State Securities Laws or to take any action to make an exemption from such registration provisions available; (iv) The Class A Warrants and the certificates that will evidence the Warrant Shares will bear a legend to the effect that the transfer of the same is subject to the provisions hereof; and (v) Stop transfer instructions will be placed with the transfer agent for the Common Stock of the Company. (h) He is acquiring the Note, the Class A Warrants and by any Warrant Shares solely for his own account, for investment purposes only and not with a view towards the Lender contained inresale or distribution thereof. (i) He will not sell or otherwise transfer his interest in the Note, the Class A Warrant or the Warrant Shares or any interest therein, unless and until such securities have first been registered under the Securities Act and all applicable State Securities Laws; or he shall have first delivered to the Company a written opinion of counsel (which counsel and opinion, in form and substance, shall be reasonably satisfactory to counsel to the Company) to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable State Securities Laws. (j) He has full power and authority to execute and deliver this Loan Agreement and to perform his respective obligations hereunder. (k) He confirms to the Company that he is an Accredited Investor within one of the following two definitions and shall indicate at the end of the Loan Agreement in which category he is: (i) a natural person whose individual net worth, or delivered pursuant tojoint net worth with that person's spouse, at the time of this Loan Agreement shall be true at and as exceeds $1,000,000; or (ii) a natural person who had an individual income in excess of $200,000 in each of the Effective Date two most recent years or joint income with his spouse in excess of $300,000 in each of those years and shall remain has reasonable expectation of reaching the same income level in full force and effect throughout the term of this Agreement.current year; or

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with to the Company that: (a) if the Lender is a resident in any province or territory in Canada the Lender is an “accredited investor” (as defined in National Instrument 45-106 Prospectus and Registration Exemptions), by virtue of the fact that the Lender falls within one or more of the subparagraphs of the definition of “accredited investor” set out in the Canadian Accredited Investor Certificate attached as Schedule “B” and the Lender has completed the Canadian Accredited Investor Certificate, the Lender confirms the truth and accuracy of all statements in such schedule as of the date of this Agreement and the Closing Date, and the Lender was not created or used solely to hold securities as an Accredited Investor as described in paragraph (m) of the definition of “accredited investor”; (b) unless the Lender has completed and delivered the United States Accredited Investor Certificate attached as Schedule “C” hereto (in which case the Lender makes the representations, warranties and covenants therein and confirms the truth and accuracy of all statements in such schedule as of the date of this Agreement and as of the Closing Date): (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securitiesis not a U.S. Person; (ii) the Lender is eligible to make Note and the Loan Bonus Securities were not offered to the Company and acquire the Conversion Right Lender in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the CompanyUnited States; (iii) this Agreement was delivered to, executed and delivered by, the Lender is aware of (or its authorized signatory) outside the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion RightUnited States; (iv) the Lender has consulted with its own legal advisor as to this Agreement is not, and its eligibility to acquire and/or exercise will not be, acquiring the Conversion Right under Note or the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility Bonus Securities for the consequences to account or benefit of, any U.S. Person or person in the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion RightUnited States; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness current structure of this investment, transaction and that there have been no federal or state agency recommendations or endorsements all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the investment made hereunder1933 Act; (vi) the Lender acknowledges that: A. there are substantial restrictions on has no intention to distribute either directly or indirectly the sale Note or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment Bonus Securities in the event of any financial emergency United States, except in compliance with the 1933 Act and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of timeapplicable state securities laws; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the LenderLender understands that neither Note nor the Bonus Securities have been registered under the 1933 Act or the securities laws of any state of the United States, alone that the Note and the Bonus Securities may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the 1933 Act and the securities laws of all applicable states or available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Note or the Bonus Securities; and (viii) the Lender will not acquire the Note or the Bonus Securities as a result of any form of Directed Selling Efforts, is unaware of any Directed Selling Efforts being made in connection with the Loan, and will not acquire the Note or the Bonus Securities as a result of any general solicitation or general advertising (as such terms are used under Rule 502(c) of Regulation D (as defined under the 1933 Act)), and the issue of the Note and the Bonus Securities was not accompanied by any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or telecommunications, including electronic display and the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) if the Lender is: (i) a corporation, the Lender is duly incorporated and is validly subsisting under the laws of its advisorjurisdiction of incorporation and the Lender has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its covenants and obligations under the terms of this Agreement and the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Lender or any agreement, written or oral, to which the Lender may be a party or by which the Lender is or may be bound; (ii) a partnership, syndicate or other form of unincorporated organization, the Lender has enough knowledge the necessary legal capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and the Lender has obtained all necessary approvals in respect thereof; or (iii) an individual, the Lender is of full age of majority and has the legal capacity and competence to enter into and to execute this Agreement and to observe and perform the covenants and obligations of the Lender hereunder; (d) this Agreement has been duly executed and delivered by the Lender and constitutes a legal, valid and binding obligation of the Lender enforceable against it; (e) if required by applicable securities laws, policy or order or by any securities commission, stock exchange or other regulatory authority, the Lender will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the transactions contemplated by this Agreement as may be required; (f) the Lender acknowledges that the common shares of the Company are highly speculative in nature and the Lender has such sophistication and experience in business and financial and business matters as to make it be capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on and the terms and conditions contained herein.Lender is able to bear the economic risk of loss of the Loan; (bg) The the Lender has been advised to consult its own legal advisors with respect to the applicable hold periods imposed in respect of the Note and the Bonus Securities by the applicable securities laws and confirm that no representation by the Company has been made respecting the hold periods applicable to the Note or the Bonus Securities and the Lender is solely responsible (and the Company is not responsible) for compliance with the applicable resale restrictions; (h) the Lender expressly consents to the collection, use and disclosure of Personal Information by the Exchange for such purposes described in Appendix 6B of Exchange Corporate Finance Manual or as otherwise may be identified by the Exchange, from time to time; and (i) the above representations, warranties, covenants and agreements acknowledgements in this section will be true and correct both as of and by the Lender contained in, or delivered pursuant to, execution of this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this AgreementClosing Date.

Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with to the Company Borrower as of the date hereof that: (ia) It is acquiring the Note and any Conversion Securities solely for its account for investment and not with a view to or for sale or distribution of the Note or any Conversion Securities or any part thereof. Each of the Lender makes also represents that the Loan to the Company entire legal and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) beneficial interests of the Note and any Conversion Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation Dacquiring is being acquired for, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time;held for, its account only. C. the Company is (b) The Note and any Conversion Securities have not contractually obligated to register been, and will not be, registered under the Securities Act any Shares acquired upon an exercise on the basis that no distribution or public offering of the Conversion Right; and D. any Shares acquired by the Lender upon exercise stock of the Conversion Right Borrower is to be effected. The Lender realizes that the basis for the exemptions may never not be sold present, if notwithstanding its representations Lender has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise transferred without registration distributing the securities. Lender has no such present intention. (c) The Note and any Conversion Securities must be held indefinitely unless they are subsequently registered under the Securities Act, unless Act or an exemption from for such registration is available. (viid) Neither the LenderNote nor any Conversion Securities may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, alone or with its advisorincluding, has enough knowledge among other things, the existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and experience in financial and business matters to make it capable the number of evaluating the merits and risks of investing in the Company;shares being sold during any three month period not exceeding specified limitation. (viiie) It understands and agrees that all certificates evidencing the Note and any Conversion Securities to be issued to the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have may bear a resale legend on them that will read substantially as follows:. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT” (xf) the Such Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinis an “accredited investor” as defined in Regulation D promulgated under Act. (b) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company thatParticipant: (i) the Lender makes the Loan The Participation is not subject to the Company and acquires the Conversion Right (any assignment, conveyance, transfer or participation or agreement to assign, convey, transfer or participate, in whole or in part, except as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities;created hereby. (ii) Lender has good title to and is the Lender is eligible to make the Loan to the Company sole legal and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as beneficial owner of the date hereofParticipation free and clear of all liens, charges and may be relied upon by the Company;encumbrances to such title, except as created hereby. (iii) Lender has the requisite limited liability company power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and all other instruments and documents executed and delivered by the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right;connection herewith. (iv) This Agreement constitutes the legal, valid and binding obligation of the Lender has consulted and VRLP enforceable against each of them in accordance with its own legal advisor terms, except as to this Agreement and its eligibility to acquire and/or exercise such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the Conversion Right under the laws enforcement of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, creditors' rights generally or general principles of the Conversion Right;equity. (v) no federal or state agency has passed uponThe Vornado Loan Documents listed on Exhibit A constitute all documents which evidence the Vornado Loan, or make any finding or determination as and to the fairness knowledge of this investmentLender, the Prudential Loan Documents listed on Exhibit B constitute all documents which evidence the Prudential Loan. To Lender's knowledge, Participant has been provided with true and complete copies of such documents as received by the Lender and executed by Borrower. The Vornado Loan Documents have not been amended or modified by the Lender in any respect, and that there to Lender's knowledge, except as set forth on Exhibit B, the Prudential Loan Documents have not been no federal amended or state agency recommendations or endorsements of the investment made hereunder;modified in any respect. (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise As of the Conversion Right and understands that, although the Company is a reporting companyClosing Date, the Lender is, upon exercising aggregate principal sum outstanding under the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and Vornado Note will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register $62,000,000.00, interest and fees outstanding under the Securities Act any Shares acquired upon an exercise Vornado Note will be $4,563,599.00 and other charges outstanding under the Vornado Note will be $305,000.00. As of the Conversion Right; and D. any Shares acquired by Closing Date, the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration aggregate principal sum outstanding under the Securities ActPrudential Note will be $37,978,480.00, unless an exemption from registration is availableinterest and fees outstanding under the Prudential Note will be $203,480.00 and other charges outstanding under the Prudential Note will be $951,768.00. (vii) Lender does not know of any offsets or defenses on the Lenderpart of Borrower, alone any Guarantor or Xxxxxxx with respect to the obligations of any of them under the Loan Documents, and, to its advisorknowledge, no such party or other third party has enough knowledge and experience made any claim against Lender in financial and business matters connection with the Vornado Loan or against the Lender or the Prudential Lender in connection with the Prudential Loan except as set forth on Schedule I; provided however, that no representation contained herein shall be deemed to make it capable constitute a representation regarding the "commercial reasonableness" of evaluating the merits and risks foreclosure proceeding relating to the collateral securing the Loans for purposes of investing applicable law, including the Uniform Commercial Code as in effect in the Company;State of New York. (viii) Lender is the Lender makes 100% owner of the Loan to Loans and there are no participants in the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any Loans other person;than Participant. (ix) Lender has the Lender understands that right under the Loan Documents to sell the Participation to Participant on the terms set forth herein and no consent from any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:third party is required to sell such Participation to Participant. (x) the Lender has good and sufficient right and authority to enter into this This Agreement and the performance of its obligations hereunder by Lender and VRLP do not violate any agreement to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinwhich either of them is a party or to which either of them is bound. (b) The representations, warranties, covenants Except for the specific representations and agreements of and warranties made by the Lender contained inin this Agreement, Lender makes no representation or warranty with reference to, and it does not assume nor shall it have responsibility or liability express or implied for, the due authorization, execution or delivery by the Borrower, any of the Guarantors or any other entity or person obligated with respect to the Loans or the Loan Documents, any representation or warranty made by the Borrower, any of the Guarantors or other entity or person obligated with respect to the Loans, the performance or observance by the Borrower, any of the Guarantors or other entity or person obligated with respect to the Loans of any provisions of the Loan Documents, the enforceability, collectability, validity or legality of any Loan Documents, or delivered pursuant to, this Agreement shall be true at and as any security interest granted to or for the benefit of the Effective Date and shall remain in full force and effect throughout Lender or the term financial condition or solvency of this Agreementthe Borrower, any of the Guarantors or any other entity or person obligated with respect to the Loans or any credit or other information provided by the Borrower, any of the Guarantors or other entity or person obligated with respect to the Loans or the sufficiency of any collateral securing the Loans.

Representations and Warranties of the Lender. The Lender represents and warrants to the County as follows: (a) The Lender represents is authorized to transact business in the State and warrants to, has the power and covenants authority to enter into this Agreement. (b) Neither the execution and agrees delivery of this Agreement nor the fulfillment of or compliance with the Company that:terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of the organizational documents of the Lender or any restriction or any agreement or instrument to which the Lender is now a party or by which the Lender is bound. (c) The Lender (i) is familiar with the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; County; (ii) has been furnished certain financial information about the Lender is eligible County; (iii) acknowledges that the County has made available to make it the Loan opportunity to obtain additional information to verify the Company accuracy of the information supplied and acquire to evaluate the Conversion Right in merits and risks of entering into this Agreement; (iv) has had the Company under Regulation Dopportunity to ask questions of and receive answers from the County representatives, including officers, attorneys, advisors and all statements set forth in accountants, concerning the Declaration terms of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given the information supplied to it and the CompanyCounty’s condition, are correct financial and complete as of the date hereof, otherwise; and may be relied upon by the Company; (iiiv) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company County has made no effort and takes no responsibility been responsive to all of its requests for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availableinformation. (viid) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it The Lender is capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company entering into this Agreement and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority agreed to enter into this Agreement and although no formal offering material has been provided to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinit. (be) The representationsLender has undertaken to discuss and investigate the form and substance of this Agreement and the transactions related thereto with such counsel and other persons as it has deemed appropriate. (f) The Lender acknowledges that this Agreement is not registered under the United States Securities Act of 1933, warrantiesas amended, covenants and agreements that the County is not presently required to register this Agreement under the United States Securities Exchange Act of 1934, as amended. Therefore, if and by when the Lender contained inwishes to sell or assign part or all of the Agreement, current financial and other information may not be available. The Lender further realizes that the County may, but is not under any obligation to, provide current financial and other information upon the sale or assignment of all or part of the Agreement at some subsequent time, or delivered pursuant toto pay any costs associated with any such sale or assignment. Further, the Lender understands that it may need to bear the risks of this Agreement shall for an indefinite period of time, because any sale or assignment of this Agreement may not be true possible or, if possible, may be at and as of a price below that which the Effective Date and shall remain in full force and effect throughout the term of Lender is entering into this Agreement. (g) The Lender represents that it is entering into the Agreement for its own account with no present intention to resell or distribute the Agreement or any interest therein; provided, however, that the Lender reserves the right at all times to control the disposition of its assets, including this Agreement. The Lender or its assignees may assign or reassign all or any part of the Agreement in accordance with the provisions of Section 8.1.

Representations and Warranties of the Lender. The Lender represents and warrants as of the date hereof and as of the date of Funding, as follows: (a) The Lender represents has all requisite power and warrants to, authority to execute and covenants deliver this Agreement and agrees with the Company that:other Transaction Documents and to consummate the transactions contemplated hereby and thereby. (ib) All action on the part of the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act necessary for the private offering authorization of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as performance of all obligations of the date hereofLender hereunder and under the other Transaction Documents has been taken. This Agreement and each Transaction Document is a valid and binding obligation of the Lender enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and may be relied upon by (b) general principles of equity that restrict the Company; (iii) the Lender is aware availability of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is availableequitable remedies. (viic) the Lender, alone or with its advisor, The Lender represents that it has enough such knowledge and experience in financial and business matters to make that it is capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out consummating the transactions contemplated by this Agreement on and the terms Transaction Documents, including making the Loan to Borrower. The Lender represents that in making the Loan, it is acquiring its Note for its own account in the ordinary course of its business. The Lender represents that it is acquiring its Note for investment only, and not with a view toward or for sale in connection with any distribution thereof or with any present intention of subdividing, participating, distributing, or selling the Note in whole or in part or any interest therein. The Lender hereby acknowledges that the Note has not been registered or qualified under the Securities Act of 1933, as amended, nor under any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws. The Lender hereby acknowledges and agrees that the Note may not be resold unless such resale is registered under the Securities Act of 1933, as amended, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available and the conditions contained hereinof any such exemption are complied with and that Borrower is not obligated to so register or qualify the Note for resale thereunder. The Lender further represents and warrants that it is an Accredited Investor. (bd) The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as represents that it owns approximately twenty one percent (21%) of the Effective Date issued and shall remain in full force and effect throughout outstanding common stock of the term of this AgreementBorrower.

Representations and Warranties of the Lender. The Lender represents and warrants to the Borrower that each of the following statements will be true on the date hereof and the Closing Date: (a) The Lender represents has been duly formed and warrants is validly existing in the state of its formation with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof, and to consummate the transactions contemplated hereby; (b) The execution, delivery and performance of this Agreement and the Escrow Agreement by the Lender has been authorized by all necessary action and this Agreement is a legal, valid and binding agreement of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (c) The Lender is acquiring the Securities for the Lender’s own account as principal and not with a view to, and covenants and agrees with or for, resale, distribution or fractionalization thereof, in whole, or in part, subject, however, to any Requirement of Law that the Company that:disposition of such Lender’s property shall at all times be within its control; (d) The Lender understands that (i) it must bear the Lender makes economic risk of an investment in the Loan Securities for an indefinite period of time because, among other reasons, the offer and sale of the Securities are intended to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption be exempt from registration provided under the Securities Act by virtue of Section 4(2) of the Securities Act and Rule 506 are intended to be exempt from registration under any applicable state securities laws, and (ii) notwithstanding the consent of Regulation D the Company, the Securities may not be sold, transferred, hypothecated or pledged, except pursuant to an effective registration statement under the Securities Act and under any applicable state securities law, or pursuant to an available exemption from the registration requirements of the Securities Act for and any applicable state securities laws, in all cases established to the private offering reasonable satisfaction of securitiesthe Company, and that the Company is under no obligation to register the Securities, except as provided in Article IX of this Agreement; (e) The Lender (i) has been furnished with, and hereby acknowledges the receipt of, a copy of the documents which have been provided to the Lender upon the Lender’s request concerning the Borrower and the Company, (ii) is an “accredited investor,” as defined in Rule 501 promulgated under the Lender Securities Act (which definition is eligible to make set forth on Exhibit B hereto), (iii) understands the Loan risks of, and other considerations relating to, a purchase of the Securities and has read the Risk Factors relating to the Company and acquire the Conversion Right contained in the Company under Regulation DCompany’s Preliminary Proxy Statement filed with the SEC on November 14, and all statements 2008 (the “Proxy Statement”), (iv) understands that, to the extent that any information set forth in the Declaration material previously presented to it is inconsistent with the provisions of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct provisions of this Agreement shall prevail and complete as of the date hereofsupersede such prior information, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (ivv) the Lender has consulted with its own legal advisor as been given the opportunity to this Agreement and its eligibility obtain such additional information that it believes is necessary to acquire and/or exercise verify the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, accuracy of the Conversion Rightinformation contained in the documents referred to in clause (i) above; (vf) no federal or state agency The Lender has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough such knowledge and experience in financial and business matters to make affairs such that it is capable of evaluating the merits and risks of investing purchasing the Securities, and the Lender has not relied in the Companyconnection with this investment upon any representations, warranties or agreements other than those set forth in this Agreement; (viiig) With respect to the tax and other economic considerations related to the Securities, the Lender has relied only on the advice of the Lender’s own tax, legal, accounting and financial advisers; (h) The Lender consents to the placement of a legend on any certificate or other document evidencing the Note and/or Warrant, as set forth on Exhibits C and D attached hereto, respectively; (i) The Lender represents that the address furnished by the Lender in the Investor Questionnaire attached hereto as Exhibit E is the Lender’s principal residence if he is an individual or its principal business address if it is a corporation or other entity. The Lender certifies under penalties of perjury that (A) the Lender’s name, taxpayer identification or social security number and address provided in the Investor Questionnaire are correct, and (B) the Lender makes is not a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Loan to the Company and acquires the Conversion Right Internal Revenue Code of 1986, as principal for its own account and not for the benefit of any other personamended); (ixj) The Lender represents that neither the Lender nor any person having direct or indirect beneficial interests in the Securities to be acquired pursuant to this Agreement appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or has been designated a “suspected terrorist” as defined in Executive Order 13224. The Lender further represents that the Lender does not know or have any reason to suspect that (A) the monies used to fund the Lender’s investment in the Securities have been or will be derived from or related to any illegal activities or (B) the proceeds, if any, from the Lender’s investment in the Securities will be used to finance any illegal activities. Lender further understands that the Borrower or the Company may release information about Lender to proper authorities if the Borrower or the Company determines that it is in the best interests of the Borrower or the Company in light of relevant rules and regulations under the laws referenced above; (k) The Lender understands and acknowledges that the Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Borrower or the Company that has been supplied to the Lender and that any Certificates representing Shares acquired by representation to the contrary is a criminal offense; and (l) The Lender represents that the Lender upon exercise was not induced to invest in the Securities by any form of general solicitation or general advertising including, but not limited to, the Conversion Right will have a resale legend on them that will read substantially as follows: following: (xa) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Lender has good news or radio; and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) The representations, warranties, covenants and agreements of and any seminar or meeting whose attendees were invited by the Lender contained in, any general solicitation or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreementadvertising.

Representations and Warranties of the Lender. (a) The Lender hereby represents and warrants to, and covenants and agrees with to the Company Borrower that: (ia) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation Da legal person duly organized, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company validly existing and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right good standing under the laws of its home jurisdiction and acknowledges that of its organization; (b) all actions on the Company has made no effort and takes no responsibility part of Lender necessary for the consequences authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Xxxxxx and constitutes the legal, valid and binding obligations of Lender, enforceable against Lender in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; (c) Lender is acquiring the Exchange Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof; (d) Lender is an investor acquiring this Conversion right and“accredited investor” as that term is defined in Rule 501 of Regulation D, in particular, in purchasing as promulgated under the securities upon exerciseSecurities Act; (e) Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Conversion Right; Borrower and materials relating to the offer and issuance of the Exchange Shares; Lender has had the opportunity to review the Borrower’s filings with the Securities and Exchange Commission (v) no federal the “Commission”); Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Borrower; neither such inquiries nor any other due diligence investigations conducted by Lender or state agency has passed uponits advisors, if any, or its representatives shall modify, amend or affect Lender’s right to rely on the Borrower’s representations and warranties contained herein; Lender has sought such accounting, legal and tax advice as it has considered necessary to make any finding or determination as an informed investment decision with respect to its acquisition of the fairness of this investmentExchange Shares; Lender is relying solely on its own accounting, legal and tax advisors, and that there have been no federal or state agency recommendations or endorsements not on any statements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale Borrower or transferability any of any Shares acquired upon exercise its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Conversion Right Exchange Shares and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein.Agreement; (bf) The representations, warranties, covenants and agreements of and by the Lender contained in, Xxxxxx understands that no United States federal or delivered pursuant to, this Agreement shall be true at and as state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Effective Date and shall remain in full force and effect throughout Exchange Shares or the term fairness or suitability of this Agreement.the investment nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares; and

Representations and Warranties of the Lender. (a) The Lender represents hereby makes the following representations and warrants to, and covenants and agrees with warranties as of the Company thatdate of this Standby Agreement: (i) the Lender makes has been duly organized and is validly existing as a limited liability company under the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) Laws of the Securities Act and Rule 506 State of Regulation D of the Securities Act for the private offering of securitiesDelaware; (ii) the Lender is eligible has the requisite power and authority and legal right to make the Loan to the Company execute and acquire the Conversion Right deliver, engage in the Company under Regulation Dtransactions contemplated by, and all statements set forth in perform and observe the Declaration of Regulation D Eligibilityterms and conditions of, attached hereto as Schedule A, are true and correct and may this Standby Agreement to be relied upon performed by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Companyit; (iii) no consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under applicable Law in connection with the execution and delivery by the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Rightthis Standby Agreement; (iv) the Lender has consulted with its own legal advisor as person or persons signatory to this Standby Agreement and its eligibility any document executed pursuant to acquire and/or exercise the Conversion Right under the laws it on behalf of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing have full power and authority to bind the securities upon exercise, if any, of the Conversion RightLender; (v) no federal or state agency has passed uponthis Standby Agreement is valid, or make any finding or determination as to binding and enforceable against the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder;Lender in accordance with its terms; and (vi) the execution, delivery and performance of this Standby Agreement, and the exhibits attached hereto and the other documents contemplated herein to which the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting companyparty, and the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired performance by the Lender upon exercise of all transactions contemplated herein and therein (A) have been duly authorized by all necessary and appropriate corporate action on the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) part of the Lender, alone (B) will not violate any provision of the Articles of Organization of the Lender, (C) does not conflict with any term or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit provision of any other person; (ix) agreement to which the Lender understands that is a party, and (D) will not cause a breach of any Certificates representing Shares acquired by applicable federal, state or municipal governmental Law or regulations, or any order, judgment, writ, award, injunction or decree of any court or Governmental Authority which is binding upon the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinLender. (b) The representations, warranties, covenants Lender agrees and agreements acknowledges that each of the representations and warranties set forth in subsection (a) hereof (i) is material and being relied upon by the Lender contained inBorrower, or delivered pursuant to, this Agreement shall be (ii) is true at and in all respects as of the Effective Date and shall remain in full force and effect throughout the term date of this Standby Agreement, and (iii) shall survive the execution and termination of this Standby Agreement.

Representations and Warranties of the Lender. (a) 8.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially Borrower as follows: (x1) the Lender is a financial institution duly organized in accordance with the laws, obtaining effective registration certificate, and owns its assets and operate its business(including investment) in compliance with laws. (2) the Lender has good completed all internal approvals for signing this Agreement, and sufficient right and authority to enter into the representative of the Lender signing this Agreement and is effectively authorized. And the Agreement shall be legally binding to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinLender upon effectiveness. (b3) The representations, warranties, covenants and agreements the signing or performance of and the Agreement by the Lender contained indo not violate any other contract it enters into or its articles of association, and will not conflict with any other contract it enters into or its articles of association in respect of law or business interest. (4) the Lender and its shareholders are not the competitors for the business of the Borrower (including health examination, disease detection, dentistry, anti-aging, high-end medical, private doctors and other health management and medical services ). Without written consent of the Borrower, the Lender shall not transfer directly or indirectly by selling, assigning, setting pledge, mortgage and encumbrances or any other ways the following issues: (i) the rights and obligations of the Lender under this Agreement; (ii) the shareholding interests of other interests in the private company that the Lender or its designated affiliates obtained through the privatization restructuring and the exercise of the debt-to-equity rights under Clause 6.5, or delivered pursuant to, this Agreement shall be true at (iii) the investing rights and as interests of the Effective Date Lender or its affiliates that participate in the privatization and the shares or other equities or interests of the investors and partners that participate in the privatization, except that the Borrower rejects or delays in performing its obligation under Clause 6.5 and such non-performance and delay in performance constitute a breach under the Agreement. If the Lender or its affiliate that participate in the privatization sell, transfer, pledge mortgage the shareholding interests or other interests to the third parties as provided above, other than the provision in this Clause (4), the Lender shall remain have such third parties to sign the same restrictive conditions as the Lender or its related parties and make corresponding commitments and warranties (including but not limited to the satisfying the requirements to participate in full force the privatization. The competitors for the business of the Borrower under this Clause(4) include but are not limited to Meinian Onehealth Healthcare (Group) Co., Ltd and effect throughout Ciming Health Checking Management Co., Ltd. and their related parties. (5) if the term Lender participates in the privatization of iKang Healthcare Group Inc. (Cayman Island) under this Agreement, the Lender shall warrant that the company participating in the privatization be subject to the conditions and limits to other buyer consortium, including but not limited to the qualification requirements to the buyer consortium.

Representations and Warranties of the Lender. (a) 2.1 The Lender represents and warrants to, and covenants and agrees with the Company that: (ia) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 903 of Regulation D S of the Securities Act for the private offering of securities; (iib) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the Company under Regulation DS, and all statements set forth in the Declaration of Regulation D S Eligibility, attached hereto as Schedule A0, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iiic) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring the Shares and acquiring and/or exercising the Conversion Right; (ivd) the Lender has consulted with its own legal securities advisor as to this Agreement and its eligibility to acquire the Shares and acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an a non-U.S. investor acquiring the Shares and this Conversion right and, in particular, in purchasing the U.S.-based securities upon exercise, if any, of the Conversion Right; (ve) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vif) the Lender acknowledges that: A. (i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon acquiring the Shares upon exercising the Conversion Rights, purchasing unregistered securities; B. (ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. (iii) the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. (iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (viig) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viiih) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal for its own account and not for the benefit of any other person; (ixi) the Lender understands that any Certificates certificates representing any Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:: THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S. (xj) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein. (b) 2.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

Representations and Warranties of the Lender. The Lender represents and warrants to the Guarantors and the Borrower that as of the effective date of this Agreement: (a) The Lender represents and warrants tois duly organized, and covenants and agrees with the Company that: (i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities; (ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company; (iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company validly existing and in acquiring and/or exercising the Conversion Right; (iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right good standing under the laws of the jurisdiction of its home jurisdiction organization, and acknowledges that the Company has made no effort all requisite power and takes no responsibility for the consequences authority to the Lender carry on its business as an investor acquiring this Conversion right now conducted and, except where the failure to do so, individually or in particularthe aggregate, could not reasonably be expected to result in purchasing the securities upon exercise, if any, of the Conversion Right; (v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder; (vi) the Lender acknowledges that: A. there are substantial restrictions a material adverse effect on the sale or transferability business operations of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities; B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time; C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and D. any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available. (vii) the Lender, alone or with its advisoris qualified to do business in, has enough knowledge and experience is in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company; (viii) the Lender makes the Loan to the Company and acquires the Conversion Right as principal for its own account and not for the benefit of any other person; (ix) the Lender understands that any Certificates representing Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows: (x) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained hereinstanding in, every jurisdiction where such qualification is required. (b) The representations, warranties, covenants and agreements of and Transactions to be consummated by the Lender contained inare within the corporate powers of the Lender and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement and each other Loan Document has been duly executed and delivered by the Lender (as applicable) and constitutes a legal, valid and binding obligation of the Lender, enforceable in accordance with its terms. (c) With respect to the Lender, the consummation of the Transactions (i) do not require any consent or approval of, registration or filing with, or delivered pursuant toany other action by, this Agreement shall be true at any Governmental Authority, except such as have been obtained or made and as of the Effective Date and shall remain are in full force and effect throughout and except where failure to obtain such consent, approval, registration, filing or other action could not reasonably be expected to have a material adverse effect on the term business operations of this Agreementthe Lender, (ii) will not violate (A) any applicable law or regulation or (B) the charter, by-laws or other organizational documents of the Lender or any order of any Governmental Authority and except, in each case, where such violation of applicable law or regulation could not reasonably be expected to have a material adverse effect on the business operations of the Lender, (iii) will not violate or result in a default under any material agreement, including any agreement or instrument of indebtedness, binding upon the Lender or its assets, and (iv) will not result in the creation or imposition of any Lien on any asset of the Lender. (d) The Lender is not organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.