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

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company that: (a) 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company Agreement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make the Loans and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It Each of the Conversion Notes and Conversion Shares to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) 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 the Notes and the Warrants will be Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Parent 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 only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (g) Such Lender is aware of the provisions of Rule 144 an “accredited investor” as such term is defined in Regulation D promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsSecurities Act.

Representations and Warranties of the Lenders. Each Lender hereby, for itself and for no other Lender, severally and not jointly, represents and warrants as of the date hereof to the Company thatCredit Parties as follows: (a) All actionSuch Lender's representations and warranties listed in Section 3.2 of the Purchase Agreement are true and correct as of the date hereof. (b) The execution, delivery and performance by such Lender of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or otherwise, similar action on the part of such Lender. This Agreement has been duly executed by 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 when delivered by such Lender hereunderin accordance with the terms hereof, has been taken or will be taken prior to constitute the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender it in accordance with their respective its terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws and subject of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreementspecific performance, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws injunctive relief or other organizational documents of such Lender. equitable remedies and (biii) It has such knowledge, skill insofar as indemnification and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantscontribution provisions may be limited by applicable law. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “Guarantor Shares are "restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction " and have 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 acknowledges that the securities must be held indefinitely unless subsequently been registered under the Securities Act or an exemption from any applicable state securities law and is acquiring the Guarantor Shares as principal for its own account and not with a view to or for distributing or reselling such registration is availableGuarantor Shares 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 Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Guarantor Shares (this representation and warranty not limiting such Lender's right to sell the Guarantor Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Lender is aware acquiring the Guarantor Shares hereunder in the ordinary course of its business. Such Lender does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the provisions of Guarantor Shares. (d) Such Lender is an "accredited investor" as defined in Rule 144 promulgated 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act which permit limited resale Securities Act. Such Lender is not required to be registered as a broker-dealer under Section 15 of shares purchased the Exchange Act. (e) Such Lender is not purchasing the Guarantor Shares as a result of any advertisement, article, notice or other communication regarding the Additional Debentures published in a private placement subject to the satisfaction of certain conditionsany newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Borrower as of the Agreement Date and each Disbursement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make each Disbursement and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It Each of the Notes, Warrants, and Warrant Shares (collectively the “Loan Securities”) to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Loan Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time and such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) 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 the Notes and the Warrants will be Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower 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 1933 Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (g) Such Lender is aware of the provisions of Rule 144 an “accredited investor” in Regulation D promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions1933 Act.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents represent and warrants warrant only as to itself to the Company thatBorrower and Holdings as follows: (a) All actionIt is an "accredited investor" as that term is defined in Rule 501 of the Securities Act, corporate and that, in making the purchases contemplated herein, it is specifically understood and agreed that such Lender is acquiring the Bridge Loan Securities for the purpose of investment and not with a view towards the sale or otherwisedistribution thereof within the meaning of the Securities Act; PROVIDED, on HOWEVER, that the part disposition of such Lender's property shall at all times be and remain within its control. (b) It understands that the Bridge Loan Securities will not be registered under the Securities Act or any state or other securities law, by reason of their issuance by Holdings and the Borrower in a transaction exempt from the registration requirements of the Securities Act and state and other securities laws, and its officersthat it must hold the Bridge Loan Securities indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration. (c) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Lender) promulgated by the Commission under the Securities Act depends on the satisfaction of various conditions, directorsincluding the requirement that Holdings and the Borrower have been subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act for at least 90 days, and shareholders that, if applicable, Rule 144 affords the basis for sales only in limited amounts and that Holdings and the Borrower do not now qualify under Rule 144 and may not ever qualify. (d) It has not employed any broker or partnersfinder in connection with the transactions contemplated by this Agreement. (e) It has been furnished with or has had access to the information it has requested from Holdings and the Borrower and has had an opportunity to discuss with the management of Holdings and the Borrower the business and financial affairs of the Loan Parties, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the case may berisks of such investment and form an investment decision with respect thereto; PROVIDED, necessary for HOWEVER, that the authorizationforegoing shall in no way affect, execution diminish or derogate from the representations and warranties made by Holdings and the Borrower hereunder or the right of the Lenders to rely thereon and to seek indemnification hereunder. (f) The execution, delivery and performance of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the other Bridge Loan Documents to which such Lender it is a party, when executed, constitute valid party are within its organizational power and legally binding obligations authority and have been duly authorized by all necessary action of such Lender, do not conflict with or result in a breach of or violate any of such Lender's governing documents or any Contractual Obligation or any Requirement of Law and constitute legal, valid and binding agreements of such Lender enforceable against such Lender it in accordance with their respective terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium arrangement, moratorium, fraudulent conveyance or other similar laws and subject of general applicability relating to or affecting the enforcement of creditors' rights generally or by 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 offeringequitable principles. (g) It has been advised that Either (i) no part of the funds to be used by such Lender to acquire or hold the Bridge Notes or the Warrants constitutes assets of any "employee benefit plan" within the meaning 40 of Section 3(3) of ERISA or any "plan" within the meaning of Section 4975 of the Internal Revenue Code or (ii) the acquisition and holding of the Bridge 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 by such Lender is exempt from the registration requirements under the Act and any applicable state securities acts. (h) It is an “accredited investor” within the meaning restrictions on prohibited transactions of Rule 501 under the Act. (i) Such Lender understands that the Notes ERISA and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act Internal Revenue Code pursuant to one or an exemption from such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsmore statutory, regulatory or administrative exemptions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company that(with respect to itself only), as follows: (a) 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party10.1 This Agreement, when executedsigned, constitute constitutes a legal, valid binding and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any obligation of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It 10.2 The Lender possesses the means and resources to fully fund both of its respective tranches of the Loan, and is not aware of any prohibition or other restriction that will limit or prevent the Lender from fully meeting its obligations to the Company hereunder. 10.3 The Lender has such knowledge, skill knowledge and experience in business, financial and investment matters so that it is as to be capable of evaluating the merits and risks associated with its advance of an investment in the Notes and the Warrants. (c) It has made such independent investigation its portion of the CompanyLoan, its managementit is able to fend for itself and can bear the economic risk relating to such Loan, and related matters as it deems including a complete loss and, in relation to be necessary a Conversion or advisable in connection with an investment in the Notes and the exercise of Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 of Regulation D of the Commission, as presently in effect. 10.4 Should the Lender partake in a Conversion or exercise Warrants, it undertakes to acquire the Shares for investment and for the Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same, provided that nothing in this section shall constitute an agreement by the Lender to hold or refrain from disposing of the Shares for any amount of time, provided that any transfer, sale or other disposition of the Shares shall comply in all respects with the requirements of the Securities Act and similar provisions of state law. The Lender will have sole voting control over the Shares for purposes of Section 13(d) of the Exchange Act. The Lender does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 10.5 The Lender understands that, except as may occur pursuant to the rights provided for in Section 7 hereof, the Shares issuable upon Conversion and exercise of the Warrants have not been, and will not at the time of issuance by the Company be, registered under the Act. (i) Such Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Lender's representations as expressed herein]. The Lender understands that the Notes and the Warrants will be “such Shares are "restricted securities” " under the applicable U.S. federal and state securities laws inasmuch as and regulations, and that pursuant to these laws, the Lender must hold the Shares indefinitely unless they are being acquired from registered with the Company in a transaction not involving a public offering Commission 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 acknowledges that the securities must be held indefinitely unless subsequently registered under the Act qualified by necessary state authorities or an exemption from such registration and qualification requirements is available. Such The Lender further acknowledges that if an exemption from registration or qualification is aware available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of the provisions Lender's control and which the Company is under no obligation, except as set forth herein, to satisfy. 10.6 The Lender acknowledges that, without derogating from the liability of Rule 144 promulgated the Company under the Act which permit limited resale of shares purchased in a private placement subject Section 9 above, (i) it has been furnished with all materials relating to the satisfaction business, finances and operations of certain conditionsthe Company and materials relating to the issuance of Shares to the Lender hereunder which have been requested by the Lender; (ii) it has been afforded the opportunity to ask questions of the Company; (iii) it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its potential acquisition of the Shares; (iv) it understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of the transactions contemplated by this Agreement; (v) it has had access to the Company's Annual Report on Form 20-F for the year ended December 31, 2001 as amended by Amendment No. 1 thereto, and with such Reports on Form 6-K as filed by the Company with the SEC; and (vi) it understands that the Loan may be considered as a high-risk venture, and the Lender nevertheless has voluntarily agreed to consummate this transaction. 10.7 The Lender has had appropriate opportunities to discuss and review the Company's business with Company representatives and perform extensive due diligence. 10.8 The Lender has not retained any brokers in relation to the subject transaction of this Agreement.

Representations and Warranties of the Lenders. Each Lender, severally and but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (a) All action, corporate or otherwise, on Such Lender (i) is acquiring the part of Loans provided by 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 Lender and the performance Notes (together with the related guaranties set forth in the Security Agreement of all obligations of the Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder and the Warrants related to such Loans made by such Lender hereunder, has been taken or will be taken prior (ii) is acquiring the Purchased Shares purchased by such Lender pursuant to the Closing Date terms and this conditions of the Stock Purchase Agreement and such Lender’s right to the Loan Documents Royalty pursuant to which such Lender is a partythe terms and conditions of the Royalty Agreement, when executed, constitute valid and legally binding obligations (iii) upon issuance of the Warrant Shares to such Lender, enforceable against upon any exercise of, otherwise pursuant to such Lender’s Warrants, will acquire such Warrant Shares, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Lender in accordance with their respective termsdoes not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium transfer or similar laws and 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 result in a breach otherwise dispose of any of the terms of, Securities at any time in accordance with or constitute pursuant to a default under, registration statement or an exemption under the charter, bylaws or other organizational documents of such LenderSecurities Act. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 Such Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 as that term is defined in Rule 501(a) of Rule 501 under the Act.Regulation D. (ic) Such Lender understands that the Notes Securities are being offered and sold to it in reliance on specific exemptions from the Warrants will be “restricted securities” under registration requirements of the United States federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Borrower is relying in part upon the truth and accuracy of, and such laws Lender’s compliance with, the representations, warranties, agreements, acknowledgments and applicable regulations understandings of such securities may be resold without registration under Lender set forth herein in order to determine the Act only in certain limited circumstancesavailability of such exemptions. (d) Such Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Loan Parties and their Subsidiaries and materials relating to the offer and sale of the Securities that have been requested by such Lender. Such Lender acknowledges that and its advisors, if any, have been afforded the securities must be held indefinitely unless subsequently registered under opportunity to ask questions of the Act Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or an exemption from its advisors, if any, or its representatives shall modify, amend or otherwise affect such registration is availableLender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender is aware can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and investment decision with respect to its investment in the Securities. (e) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the provisions Securities or the fairness or suitability of Rule 144 promulgated under the Act which permit limited resale investment in the Securities nor have such authorities passed upon or endorsed the merits of shares purchased in a private placement subject to the satisfaction offering of certain conditionsthe Securities.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby represents and warrants warrants, as to the Company thatitself only, as follows: (a) All actionIt is an "accredited investor" as that term is defined in Rule 501 of the Securities Act, corporate and that, in making the purchases contemplated herein, it is specifically understood and agreed that such Lender is acquiring the Lender Warrants for the purpose of investment and not with a view towards the sale or otherwisedistribution thereof within the meaning of the Securities Act; provided, on however, that the part disposition of such Lender's property shall at all times be and remain within its control. With respect to the Lender Warrants, it has had an opportunity to discuss the Borrower's business, management, and its officersfinancial affairs with the Borrower's management and the opportunity to review the Borrower's business plan, directorsit has had an opportunity to ask questions of and receive answers from officers of the Borrower, 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 hereunder, it acknowledges that it has been taken or will be taken prior had an opportunity to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any conduct its own independent due diligence investigation of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such LenderBorrower. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised understands that the Notes and the Lender Warrants are will not being be registered under the Act on Securities Act, by reason of their issuance by the grounds that this Borrower in a 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 of the Securities Act, and that it must hold the Lender Warrants indefinitely unless a subsequent disposition thereof is registered under the Securities Act and any applicable state securities acts. (h) laws or is exempt from registration. It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender further understands that the Notes Lender Warrants and the Warrants will be “restricted securities” under certificates evidencing the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 shares of common stock issued upon exercise of the provisions of Rule 144 promulgated under Lender Warrants shall bear the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsfollowing legend: THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date and as of each date that any Note, Warrant or Common Stock is issued to a Lender, that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make each Disbursement, enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It Each of the Notes, the Warrants and the Warrant Shares (collectively the “Loan Securities”) to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Loan Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time, and such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Lender is not a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”), or an entity engaged in a business that would require it to be so registered. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) It Such Lender has been advised that had an opportunity to receive, review and understand all information related to the Notes Borrower requested by it and to ask questions of and receive answers from the Borrower regarding the Borrower, its business and the Warrants are not being registered under terms and conditions of the Act offering of the Loan Securities, and has conducted and completed its own independent due diligence. Such Lender acknowledges receipt of copies of the Borrower’s filings pursuant to the 1934 Act. Based on the grounds that information such Lender has deemed appropriate, it has independently made its own analysis and decision to enter into the Loan Documents. Neither such inquiries nor any other due diligence investigation conducted by such Lender shall modify, limit or otherwise affect such Lender’s right to rely on the Borrower’s representations and warranties contained in this transaction is exempt under the Act as not involving any public offeringAgreement. (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 the Notes and the Warrants will be Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower 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 1933 Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (h) Such Lender is aware of the provisions of Rule 144 an “accredited investor” as defined in Regulation D promulgated under the 1933 Act. (i) Such Lender did not learn of the investment in the Loan Securities as a result of any general solicitation or general advertising. (j) No Person will have, as a result of the transactions contemplated by the Loan Documents, any valid right, interest or claim against or upon the Borrower or any Lender for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Lender. (k) Such Lender understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Borrower or the purchase of the Loan Securities. (l) Such Lender has no present intent to effect a “change of control” of the Borrower as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act. (m) No source of funds used by such Lender to make any Disbursement constitutes “plan assets” within the meaning of the Employee Retirement Income Security Act which permit limited resale of shares purchased in a private placement subject to 1974, the satisfaction Code or any of certain conditionsthe respective regulations promulgated thereunder.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (a) All action, corporate or otherwise, on Such Lender (i) acquired the part Loans and the Notes (together with the related guaranties set forth in the Security Agreement of the Guarantors) provided by such Lender, and its officers, directors, and shareholders or partners, as the case may be, necessary for Warrants related to the authorization, execution and delivery of this Agreement and the performance of all obligations of First Out Waterfall Loans made by such Lender hereunder, has and in the case of the Last Out Waterfall Lender, the Exchanged Deerfield Convertible Notes, and (ii) upon any cash exercise of such Lender’s Warrants, will acquire the Warrant Shares then-issuable upon exercise thereof for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (c) Such Lender understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Borrower is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender set forth herein in order to determine the availability of such exemptions. (d) Such Lender and its advisors, if any, have been taken or will be taken prior furnished with all materials relating to the Closing Date business, finances and this Agreement and operations of the Loan Documents Parties and their Subsidiaries and materials relating to the offer and sale of the Securities that have been requested by such Lender. Such Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or its advisors, if any, or its representatives shall modify, amend or otherwise affect such Lender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and investment decision with respect to its investment in the Securities. (e) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Each Loan Document to which such Lender is a partyparty has been duly authorized, when executed, constitute executed and delivered by such Lender and constitutes the valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (h) Such Lender has the requisite power and delivery authority to enter into and perform its obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they were, or are being being, acquired from the Company Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that under such laws and applicable regulations such securities none of the Securities may be resold without and/or hedged except pursuant to an effective registration statement under the Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such the registration is available. Such Lender is aware requirements of the provisions of Securities Act, including Rule 144 promulgated under the Securities Act, Section 4(a)(7) of the Securities Act which permit limited resale or a so-called “4[(a)] and a half” transaction (without limiting the representations and warranties of shares purchased the Borrower set forth in a private placement subject to the satisfaction of certain conditionsSection 3.1(z)).

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrower and its Subsidiaries as of the Company Agreement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make the Loans and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It Each of the Conversion Notes, Incremental Conversion Notes and Conversion Shares to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) 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 the Notes and the Warrants will be Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower 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 only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (g) Such Lender is aware of the provisions of Rule 144 an “accredited investor” as such term is defined in Regulation D promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsSecurities Act.

Representations and Warranties of the Lenders. Each Lender, severally and but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (a) All actionSuch Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and such Lender has the corporate or otherwiseother power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (b) Such Lender has the limited liability company, limited partnership or other entity (as applicable) power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such Lender and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Lender, and no further approval or authorization by any of its officersstockholders, directorspartners, and shareholders members or partnersother equity owners, as the case may be, necessary for the is required. This Agreement has been duly and validly executed and delivered by such Lender and assuming due authorization, execution and delivery of this Agreement and by the performance of all obligations of such Lender hereunderBorrower, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective terms, its terms (except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and similar laws and subject of general applicability relating to or affecting creditors’ rights or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples). The Neither the execution and delivery by such Lender of this AgreementAgreement or the consummation of the transactions contemplated hereby, including the Loan Documents to which nor compliance by such Lender is a partywith any of the provisions hereof, will not (A) violate, conflict with, or result in a breach of any of the terms provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the chartertermination of, bylaws or other accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien upon any of the material properties or assets of such Lender or any of its subsidiaries under any of the terms, conditions or provisions of, (i) any organizational documents of such Lender. Lender or (bii) It has any material contract to which such knowledgeLender or any of its subsidiaries is a party or by which it may be bound, skill and experience in businessor to which such Lender or any of its subsidiaries or any of the properties or assets of such Lender or any of its subsidiaries may be subject, financial and investment matters so that it is capable or (B) violate any law applicable to such Lender or any of evaluating the merits and risks its subsidiaries or any of an investment their respective properties or assets, except in the Notes case of clauses (A)(ii) and (B) for such violations, conflicts, breaches, defaults, termination or acceleration as would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the Warrantstransactions contemplated hereby on a timely basis. Other than filings with the SEC related to the making of the Loans or as required by the securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Authority, nor expiration or termination of any statutory waiting period, is necessary for the consummation by such Lender of the transactions contemplated by this Agreement. (c) It has made Such Lender (i) is acquiring the Loans provided by such independent investigation Lender and the Notes (together with the related guaranties set forth in the Guaranty of the Company, its management, and related matters as it deems to be necessary or advisable Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder, and (ii) upon issuance thereof, will acquire Preferred Stock, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, Transfer or otherwise Dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an investment in exemption under the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as Securities Act, subject to the advisability of an investment in the Notes and the Warrantslimitations on Transfer set forth herein. (d) It had the opportunity to discuss the Company’s business with the Company’s senior executives. Such Lender is a “qualified institutional buyer” (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made defined in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants are not being registered Rule 144A under the Act on the grounds that this transaction is exempt under the Act as not involving any public offering. (gSecurities Act) 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 (as defined in Rule 501 501(a)(1), (2), (3), (7) or (8) under the ActSecurities Act (provided that in the case of clause (8) all of the equity owners of such entity are accredited investors as defined in Rule 501(a)(1), (2), (3), (7) or (8) as modified by this parenthetical)). (ie) Such Lender understands that the Notes Securities are being offered and sold to it in reliance on specific exemptions from the Warrants will be “restricted securities” under registration requirements of the United States federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Borrower is relying in part upon the truth and accuracy of, and such laws Lender’s compliance with, the representations, warranties, agreements, acknowledgments and applicable regulations understandings of such securities may be resold without registration under Lender set forth herein in order to determine the Act only in certain limited circumstancesavailability of such exemptions. (f) Such Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Loan Parties and their Subsidiaries and materials relating to the offer and sale of the Securities that have been requested by such Lender. Such Lender acknowledges that and its advisors, if any, have been afforded the securities must be held indefinitely unless subsequently registered under opportunity to ask questions of the Act Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or an exemption from its advisors, if any, or its representatives shall modify, amend or otherwise affect such registration is availableLender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender is aware can bear the economic risk of (x) an investment in the Securities indefinitely and (y) a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and investment decision with respect to its investment in the Securities. (g) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the provisions Securities or the fairness or suitability of Rule 144 promulgated under the Act which permit limited resale investment in the Securities nor have such authorities passed upon or endorsed the merits of shares purchased in a private placement subject to the satisfaction offering of certain conditionsthe Securities.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company thatas follows: (a) All actionThe Lender acknowledges and agrees 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, corporate as amended (the “Securities Act”) or otherwiseany state securities laws, and are being offered and sold pursuant to an exemption from registration contained in the Securities Act and such state laws based in part upon the representations of the Lenders contained herein. The Lender also understands and acknowledges that no federal or state agency has made 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 for resale in connection with, any distribution or public offering thereof. The Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Shares. (d) The Lender acknowledges that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws, or is exempt from such registration. The Lender understands that a restrictive legend will be placed on the part of such Lender, and its officers, directors, and shareholders or partners, as the case may be, necessary certificate for the authorization, execution Shares and delivery of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or related stop transfer instructions will be taken prior to entered with the Closing Date and this Company’s transfer agent. (e) This Agreement and constitutes the Loan Documents to which such Lender is a partylegal, when executed, constitute valid and legally binding obligations obligation of such Lender, the Lender enforceable against such the Lender in accordance with their respective terms, its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderby equitable principles. (bf) It The Lender has such knowledgehad access to and has obtained all material information concerning the Company and its business and financial condition, skill operations, prospects and experience in businessinvestments, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It has personally made such independent investigation investigations of the Company, its management, Company as the Lender deems necessary and related matters as it deems to be necessary or advisable in connection and has been supplied with an investment in the Notes and the Warrants; and each Lender has received all information and data which it the Lender believes to be is necessary in order to reach an informed decision as to the advisability of an investment in acquiring the Notes Shares upon the terms and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 offeringconditions contained herein. (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 The Lender is an “accredited investor” within the meaning of Rule 501 as defined in Regulation D under the Securities Act, as represented by the Lender in the Stock Subscription Agreement executed by the Lender. (ih) Such The Lender understands has such experience in financial and business matters such that the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 capable of evaluating the provisions merits and risks of Rule 144 promulgated under acquiring the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsShares hereunder.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender severably represents and warrants to the Company thatas of the Closing Date as follows: (a) All actionThe Lender has all requisite power and authority to execute and deliver this Agreement, corporate or otherwise, on to consummate the part of such Lender, transactions contemplated hereby and to perform its officers, directors, and shareholders or partners, as the case may be, necessary for the authorization, obligations hereunder. The execution and delivery of this Agreement by the Lender, and the performance consummation by the Lender of all obligations the transactions contemplated hereby have been duly approved and no other corporate or other proceedings on the part of such the Lender hereunder, has been taken are or will be taken prior necessary to the Closing Date and authorize this Agreement and the Loan Documents to which such transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and is a partylegal, when executed, constitute valid and legally binding obligations obligation of such Lender, the Lender enforceable against such the Lender in accordance with their its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject relating to general principles or affecting the enforcement 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendercreditors’ rights. (b) It has The Lender is experienced in evaluating and investing in new companies such knowledge, skill as the Company. The Lender is a sophisticated investor with such knowledge and experience in business, financial and investment business matters so that it is as to be capable of evaluating the merits and risks of an a prospective investment in the Notes Notes, the Warrants and the WarrantsCommon Stock issuable upon exercise of the Warrants (collectively, the “Securities”) and who is capable of bearing the economic risks of such investment. (c) It has made such independent investigation of The Lender is acquiring 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 Securities for investment only for its own account and not for resale or with a view to the to, or for resale in connection with, any distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised . The Lender understands that the Notes Securities to be acquired have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Lender further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. The Lender understands and acknowledges that the Warrants are offering of the Securities pursuant to this Agreement will not being be registered under the Act on the grounds ground that the sale provided for in this transaction Agreement and the issuance of securities hereunder 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. (id) Such Lender understands that the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such The Lender acknowledges that the securities Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Such The Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares securities purchased in a private placement subject to the satisfaction of certain conditions. The Lender covenants that, in the absence of an effective registration statement covering the Securities in question, the Lender will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with the Lender’s representations and covenants set forth in this Section 4. In connection therewith, the Lender acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 4 and will transfer Securities on the books of the Company only to the extent not inconsistent therewith. (e) The Lender understands that no public market now exists for any of the Securities issued by the Company and there can be no assurance that a public market will ever exist for the Securities. (f) The Lender (or its authorized representative) has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and to review the Company’s facilities. The Lender understands that such discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company’s business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description. (g) The Lender represents that Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Act. The Lender has the financial ability to perform or cause this Agreement to be performed, and shall provide to the Company reasonable evidence of such ability upon written request from time to time, subject to confidentiality reasonably requested by such Lender.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company thatBorrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement as follows: (a) All action, corporate or otherwise, on That it is acquiring 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 Warrants and the performance Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of all obligations said Warrants or Exercise Shares or any part thereof. Each of such Lender hereunder, has been taken or will be taken prior to the Closing Date Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) It That the Warrants and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemption may not be present if, notwithstanding its representations, such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) It has made such independent investigation of That the Company, its management, and related matters as it deems to be necessary or advisable in connection with an investment in the Notes Warrants and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender acknowledges that the securities Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. Each of the Lenders recognizes that the Borrower has no obligation to register the Warrants, or to comply with any exemption from such registration. (d) That neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, 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 the number of shares being sold during any three month period not exceeding specified limitations. (e) That no Lender will make any disposition of all or any part of the Warrants or Exercise Shares in any event unless and until: (i) The Borrower shall have received a letter secured by such Lender from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender is aware shall have notified the Borrower of the provisions proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant annexed hereto as Exhibit C-1. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) That it understands and agrees that all certificates evidencing the shares to be issued to the Lenders may bear the following legend: “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 OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 18, 2007, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (g) That each Lender is an “accredited investor” as defined in Regulation D promulgated under the Act which permit limited resale Act. (h) Each of shares purchased in the Lenders is a private placement subject Limited Partnership duly organized and validly existing under the laws of the State of its formation. (i) That each of the Lenders has and at all times shall maintain sufficient Dollars to fund the satisfaction of certain conditionsDisbursements.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof that: (a) All actionIt is acquiring the Warrants and the Warrant Shares solely for its account for investment, corporate not as an agent or otherwise, on the part of such Lendernominee, and its officers, directors, and shareholders not with a view to 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender resale in accordance connection with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any distribution of the terms of, Warrants or constitute a default under, the charter, bylaws Warrant Shares or other organizational documents of such Lenderany part thereof. (b) The Warrants and the Warrants Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Warrant Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Warrant Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with the Company’s senior executivesSecurities Act unless certain conditions are met. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired for investment only and not for resale or with Warrant Shares until: (i) The Borrower shall have received a view letter secured by such Lender or its counsel from the SEC stating that no action will be recommended to the distribution thereof, except as SEC with respect to the same may be proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in compliance accordance with all applicable securities lawssaid registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Lenders upon exercise of the Warrants are not being registered under may bear a legend as set forth in the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringWarrants. (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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 Securities Act. (h) Such Lender is duly organized and validly existing under the Actlaws of the jurisdiction of its formation. (i) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender has full power and authority to make each Disbursement and to enter into and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. (k) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Financing Documents, (B) has been permitted access, to such Lender’s satisfaction, to the Borrower SEC Reports, and (C) understands that the Notes entry into the Financing Documents and the Warrants will be “restricted securities” under investment in the federal securities laws inasmuch issued thereunder is subject to risks as they are being acquired from stated in the Company risk factors disclosed in a transaction not involving a public offering and that under such laws and applicable regulations such securities the Borrower SEC Reports or as otherwise may be resold without registration under the Act only in certain limited circumstances. Such Lender applicable to similar investments and acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or it has had an exemption from opportunity to review, and upon review, fully understands such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsrisk factors.

Representations and Warranties of the Lenders. Each Lender, severally and but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (a) All actionSuch Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and such Lender has the corporate or otherwiseother power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (b) Such Lender has the limited liability company, limited partnership or other entity (as applicable) power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such Lender and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Lender, and no further approval or authorization by any of its officersstockholders, directorspartners, and shareholders members or partnersother equity owners, as the case may be, necessary for the is required. This Agreement has been duly and validly executed and delivered by such Lender and assuming due authorization, execution and delivery of this Agreement and by the performance of all obligations of such Lender hereunderBorrower, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective terms, its terms (except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and similar laws and subject of general applicability relating to or affecting creditors’ rights or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples). The Neither the execution and delivery by such Lender of this AgreementAgreement or the consummation of the transactions contemplated hereby, including the Loan Documents to which nor compliance by such Lender is a partywith any of the provisions hereof, will not (A) violate, conflict with, or result in a breach of any of the terms provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the chartertermination of, bylaws or other accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien upon any of the material properties or assets of such Lender or any of its subsidiaries under any of the terms, conditions or provisions of, (i) any organizational documents of such Lender. Lender or (bii) It has any material contract to which such knowledgeLender or any of its subsidiaries is a party or by which it may be bound, skill and experience in businessor to which such Lender or any of its subsidiaries or any of the properties or assets of such Lender or any of its subsidiaries may be subject, financial and investment matters so that it is capable or (B) violate any law applicable to such Lender or any of evaluating the merits and risks its subsidiaries or any of an investment their respective properties or assets, except in the Notes case of clauses (A)(ii) and (B) for such violations, conflicts, breaches, defaults, termination or acceleration as would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the Warrantstransactions contemplated hereby on a timely basis. Other than filings with the SEC related to the making of the Loans or as required by the securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Authority, nor expiration or termination of any statutory waiting period, is necessary for the consummation by such Lender of the transactions contemplated by this Agreement. (c) It has made Such Lender (i) is acquiring the Loans provided by such independent investigation Lender and the Notes (together with the related guaranties set forth in the Guaranty of the Company, its management, and related matters as it deems to be necessary or advisable Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder, and (ii) upon issuance thereof, will acquire Preferred Stock, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, Transfer or otherwise Dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an investment in exemption under the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as Securities Act, subject to the advisability of an investment in the Notes and the Warrantslimitations on Transfer set forth herein. (d) It had the opportunity to discuss the Company’s business with the Company’s senior executives. Such Lender is a “qualified institutional buyer” (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made defined in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants are not being registered Rule 144A under the Act on the grounds that this transaction is exempt under the Act as not involving any public offering. (gSecurities Act) 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 (as defined in Rule 501 501(a)(1), (2), (3), (7) or (8) under the Act. Securities Act (i) Such Lender understands provided that in the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 case of clause (8) all of the provisions equity owners of such entity are accredited investors as defined in Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions501(a)(1), (2), (3), (7) or (8) as modified by this parenthetical)).

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company that: (a) 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has made such knowledgeindependent investigation of the Company, skill its management, and experience related matters as it deems to be necessary or advisable in business, financial connection with an investment in the Notes and investment matters so that the Warrants; and each Lender has received all information and data which it is capable of evaluating believes to be necessary in order to reach an informed decision as to the merits and risks advisability of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had the opportunity to discuss the Company’s 's business with the Company’s 's senior executives. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “"restricted securities” " under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations Common Stock issued upon exercise of such Lender hereunder, has been taken the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or will be taken prior to for sale or distribution of the Closing Date Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)its account only. The execution and delivery of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill knowledge and experience in business, financial and investment business matters so that it is as to be capable of evaluating the merits and risks of an its investment and has the ability to bear the economic risks of its investment. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such Lender has a present intention of acquiring the securities for a fixed or determinable period in the Notes future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. None of the Lenders has such present intention. Each of the Lenders understands (i) that the Common Stock issuable upon exercise of the Warrants is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by the Warrants will be exempt from the registration and qualifications requirements thereof and (ii) that the WarrantsBorrower’s reliance on such exemptions is predicated on the representations set forth in this Section 3.3. (c) It has made such independent investigation of the Company, its management, knowledge and related experience in financial and business matters as it deems to be necessary or advisable in connection with an capable of evaluating the merits and risks of its investment in and has the Notes and ability to bear the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability economic risks of an investment in the Notes and the Warrantsits investment. (d) It had The Warrants and the opportunity to discuss Exercise Shares must be held indefinitely unless they are subsequently registered under the Company’s business with the Company’s senior executivesSecurities Act or an exemption for such registration is available. (e) The Notes Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, 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 the Warrants are number of shares being acquired for investment only and sold during any three month period not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawsexceeding specified limitation. (f) It will not make any disposition of all or any part of the Warrants or Exercise Shares until: (i) The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; [ * ] = Certain confidential information contained in this document, marked by brackets, has been advised that omitted and filed separately with the Notes Securities and Exchange Commission pursuant to Rule 24B-2 of the Warrants are not being registered Securities Exchange Act of 1934, as amended. (ii) There is then in effect a registration statement under the Securities Act on covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the grounds Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that this transaction is exempt it will not require an opinion of counsel with respect to transactions under Rule 144 of the Act as not involving any public offeringSecurities Act, except in unusual circumstances. (g) It has been advised understands and agrees that all certificates evidencing the Notes and the Warrants may not shares to be sold or offered for sale in the absence of an effective registration statement as issued to the securities under Lenders may bear 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 actsfollowing legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF 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 RULE 144 UNDER SAID ACT” “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 4, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) It Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 under the Securities Act. (i) Such Lender understands that the Notes is a limited partnership duly organized and the Warrants will be “restricted securities” validly existing under the federal securities laws inasmuch as they are being acquired from of the Company in a transaction not involving a public offering jurisdiction of its formation. (j) Such Lender has sufficient funds, and that under such laws and applicable regulations such securities may be resold without registration under will at all times during the Act only in certain limited circumstancesterm of this Agreement, have sufficient funds to make the Disbursements. Such Lender acknowledges that (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay debts as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for such Lender’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the securities must be held indefinitely unless subsequently registered under appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for such Lender or any or all of its assets or revenues. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Act or an exemption from such registration is available. Such Lender is aware Securities and Exchange Commission pursuant to Rule 24B-2 of the provisions Securities Exchange Act of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions1934, as amended.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Borrower as of the date hereof that: (a) All actionIt is acquiring the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof solely for its account for investment, corporate not as an agent or otherwise, on the part of such Lendernominee, and its officers, directors, and shareholders not with a view to 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender resale in accordance connection with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any distribution of the terms of, Notes or constitute a default under, the charter, bylaws Warrants and shares of Common Stock issuable upon exercise or other organizational documents of such Lenderconversion thereof or any part thereof. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the The Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof must be held indefinitely unless they are subsequently registered under the WarrantsSecurities Act or an exemption for such registration is available. (c) 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 Neither the Notes and Warrants nor shares of Common Stock issuable upon exercise or conversion thereof may be sold pursuant to Rule 144 adopted under the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the WarrantsSecurities Act unless certain conditions are met. (d) It had will not make any disposition of all or any part of the opportunity Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof until: (i) The Borrower shall have received a letter secured by such Lender or its counsel from the SEC stating that no action will be recommended to discuss the Company’s business SEC with respect to such proposed disposition; (ii) There is then in effect a registration statement under the Company’s senior executivesSecurities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (iii) Such Lender shall have notified the Borrower of such proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act. It understands and agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise and/or conversion of the Notes and Warrants may bear a legend as set forth in the Notes and Warrants. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Securities Act or is a Regulation S Purchaser as defined in Rule 501 902 promulgated under the Securities Act. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Such Lender has full power and authority to make each Loan and to enter into and perform its other obligations under each of the Transaction Documents and carry out the other transactions contemplated thereby. (h) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (i) Such Lender is not purchasing the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (j) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Transaction Documents, (B) has been permitted access, to such Lender’s satisfaction, to the Borrower SEC Reports, and (C) understands that the Notes entry into the Transaction Documents and the Warrants will be “restricted securities” under investment in the federal securities laws inasmuch issued thereunder is subject to risks as they are being acquired from stated in the Company risk factors disclosed in a transaction not involving a public offering the Borrower SEC Reports 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 acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or it has had an exemption from opportunity to review, and upon review, fully understands such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsrisk factors.

Representations and Warranties of the Lenders. Each Lender, severally and but not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (a) All actionSuch Lender is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and such Lender has the corporate or otherwiseother power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (b) Such Lender has the limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by such Lender and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Lender, and no further approval or authorization by any of its officersstockholders, directorspartners, and shareholders members or partnersother equity owners, as the case may be, necessary for the is required. This Agreement has been duly and validly executed and delivered by such Lender and assuming due authorization, execution and delivery of this Agreement and by the performance of all obligations of such Lender hereunderBorrower, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective terms, its terms (except as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and similar laws and subject of general applicability relating to or affecting creditors’ rights or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples). The Neither the execution and delivery by such Lender of this AgreementAgreement or the consummation of the transactions contemplated hereby, including the Loan Documents to which nor compliance by such Lender is a partywith any of the provisions hereof, will not (A) violate, conflict with, or result in a breach of any of the terms provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the chartertermination of, bylaws or other accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien upon any of the material properties or assets of such Lender or any of its subsidiaries under any of the terms, conditions or provisions of, (i) any organizational documents of such Lender. Lender or (bii) It has any material contract to which such knowledgeLender or any of its subsidiaries is a party or by which it may be bound, skill and experience in businessor to which such Lender or any of its subsidiaries or any of the properties or assets of such Lender or any of its subsidiaries may be subject, financial and investment matters so that it is capable or (B) violate any law applicable to such Lender or any of evaluating the merits and risks its subsidiaries or any of an investment their respective properties or assets, except in the Notes case of clauses (A)(ii) and (B) for such violations, conflicts, breaches, defaults, termination or acceleration as would not reasonably be expected to materially and adversely affect such Lender’s ability to perform its obligations under this Agreement or consummate the Warrantstransactions contemplated hereby on a timely basis. Other than filings with the SEC related to the making of the Loans or as required by the securities or blue sky laws of the various states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, nor expiration or termination of any statutory waiting period, is necessary for the consummation by such Lender of the transactions contemplated by this Agreement. (c) It has made Such Lender (i) is acquiring the Loans provided by such independent investigation Lender and the Notes (together with the related guaranties set forth in the Guaranty of the Company, its management, and related matters as it deems to be necessary or advisable Guarantors) provided by the applicable Loan Party in connection with such Loan made by such Lender hereunder, and (ii) upon issuance thereof, will acquire Preferred Stock, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, Transfer or otherwise Dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an investment in exemption under the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as Securities Act, subject to the advisability of an investment in the Notes and the Warrantslimitations on Transfer set forth herein. (d) It had the opportunity to discuss the Company’s business with the Company’s senior executives. Such Lender is a “qualified institutional buyer” (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made defined in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants are not being registered Rule 144A under the Act on the grounds that this transaction is exempt under the Act as not involving any public offering. (gSecurities Act) 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 (as defined in Rule 501 501(a)(1), (2), (3), (7) or (8) under the Act. Securities Act (i) Such Lender understands provided that in the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 case of clause (8) all of the provisions equity owners of such entity are accredited investors as defined in Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions501(a)(1), (2), (3), (7) or (8) as modified by this parenthetical)).

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company Agreement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make the Loans and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It Each of the Exchange Notes and Exchange Shares to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) 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 the Notes and the Warrants will be Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Parent 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 only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (g) Such Lender is aware of the provisions of Rule 144 an “accredited investor” as such term is defined in Regulation D promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsSecurities Act.

Representations and Warranties of the Lenders. Each Lenderof the Lenders, severally being aware that the Company has entered into the Transaction Documents in reliance upon the representations and not jointlywarranties contained in this Section 4A, hereby represents and warrants to the Company thatas follows: (a) All action, corporate or otherwise, on the part of 4A.1 The Transaction Documents to be executed by such Lender, when executed 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 delivered by such Lender hereunder, has been taken on the date hereof or will be taken prior to on the Closing Date Date, shall constitute the valid, binding and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding enforceable obligations of such Lender. The execution, enforceable against delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby by such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of violation of, any of the terms ofterms, or constitute a default under, the charter, bylaws or other organizational documents conditions and provisions of such Lender's governing instruments. (b) 4A.2 The execution, delivery and performance of the obligations of such Lender hereunder have been duly authorized by all necessary corporate action, if such Lender is a corporate entity, and will not violate, together with the consummation of the transactions contemplated thereby, any provision of any instrument, judgment, order, writ, decree or contract to which it is party or by which it is bound, or any provision of law, rule or regulation applicable to such Lender which would prevent the execution by such Lender of the Transaction Documents or the performance of its obligations hereunder and the consummation of the transactions contemplated thereby. 4A.3 No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of such Lender is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, on account of any action taken by such Lender in connection with any of the transactions contemplated under the Transaction Documents. Such Lender will indemnify and hold the Company harmless from and against any claim or liability resulting from any party claiming any such commission or fee, if such claims shall be contrary to the foregoing statement. 4A.4 All Lenders are exclusively and irrevocably represented by Plenus Management for all intents and purposes under this Agreement and the other Transaction Documents, and the actions of Plenus Management shall be binding upon the Lenders, as confirmed in the Side Letter attached hereto as Exhibit I. The Company shall be entitled to fully rely on any instructions and actions by Plenus Management as if they were instructions of the Lenders. 4A.5 It has such knowledge, skill is an experienced and experience in business, financial knowledgeable lender and investment matters so that it investor and is capable of evaluating the merits and risks of an its loan to the Company and of its investment in the Notes and the Warrants. (c) 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 . Such Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 propagated under the ActSecurities Act of 1933, as amended. Nothing set forth in this Section 4A shall be deemed to detract from or otherwise prejudice the Lenders' reliance on the Company's representations and warranties set forth in Section 4 above. (i) Such Lender understands that the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Borrower as of the Agreement Date that: (a) All actionIt is acquiring the Warrants and the Warrant Shares solely for its account for investment, corporate not as an agent or otherwise, on the part of such Lendernominee, and its officers, directors, and shareholders not with a view to 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender resale in accordance connection with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any distribution of the terms of, Warrants or constitute a default under, the charter, bylaws Warrant Shares or other organizational documents of such Lenderany part thereof. (b) The Warrants and the Warrants Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Warrant Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Warrant Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with the Company’s senior executivesSecurities Act unless certain conditions are met. (e) The Notes Lender will not make any disposition of all or any part of the Warrants or Warrant Shares: (i) Until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Unless pursuant to an exemption from registration under the Securities Act, including pursuant to Rules 144 or 144A (and the Warrants are being acquired for investment only Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act); or (iii) Unless pursuant to a private sale effected under applicable formal or informal SEC interpretation or guidance, such as a so-called “4(1) and not for resale or with a view half” sale pursuant to a legal opinion provided by Lender to the distribution thereof, except Borrower in the form annexed as Exhibit C to the same may be made in compliance with all applicable securities lawsWarrants. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Lenders upon exercise of the Warrants are not being registered under may bear a legend as set forth in the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringWarrants. (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 Such Lender is an “accredited investor” within the meaning of Rule 501 as defined in Regulation D promulgated under the Securities Act. (h) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (i) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender has full power and authority to make the Disbursement and to enter into and perform its other obligations under each of the Transaction Documents and carry out the other transactions contemplated thereby. (k) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Transaction Documents, (B) has been permitted access, to such Lender’s satisfaction, to the SEC Reports, and (C) understands that the Notes entry into the Transaction Documents and the Warrants will be “restricted securities” under investment in the federal securities laws inasmuch issued thereunder is subject to risks as they are being acquired from stated in the Company risk factors disclosed in a transaction not involving a public offering and that under such laws and applicable regulations such securities the SEC Reports or as otherwise may be resold without registration under the Act only in certain limited circumstances. Such Lender applicable to similar investments and acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or it has had an exemption from opportunity to review, and upon review, fully understands such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsrisk factors.

Representations and Warranties of the Lenders. Each Lender, Lender severally and not jointly, represents and warrants to the Company thatas of the date hereof and the date of issuance of the Restricted Common Stock as follows: (a) All actiona. Such Lender will acquire any Restricted Common Stock issuable hereunder for its own account, corporate or otherwise, on for investment purposes only and not with a view to any distribution thereof within the part meaning of the Securities Act. b. Such Lender has received such Lender, information as it deems necessary in order to make an investment decision with respect to the Restricted Common Stock and has had the opportunity to ask questions of and receive answers from Parent and its officers, directors, officers and shareholders directors and to obtain such additional information which Parent possesses or partners, could acquire without unreasonable effort or expense as the case may be, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior deems necessary to verify the Closing Date and this Agreement and accuracy of the Loan Documents information furnished to which such Lender is a partyand has asked questions, when executed, constitute valid received such answers and legally binding obligations of obtained such Lender, enforceable against such Lender in accordance with their respective terms, except information as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject it deems necessary 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 verify the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any accuracy of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of information furnished to such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 c. Such Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 of the Securities Act. (i) d. Such Lender understands that the Notes Restricted Common Stock has not been and the Warrants will not be “restricted securities” registered under the federal Securities Act or any state or other securities laws inasmuch as they are law, that the Restricted Common Stock is being acquired issued by Parent in transactions exempt from the Company in a transaction not involving a public offering and registration requirements of the Securities Act, that under such laws and applicable regulations such securities the Restricted Common Stock may be resold without only if registered pursuant to the provisions of the Securities Act or if an exemption from registration under the Securities Act only in certain limited circumstances. is available, and that the certificates representing the shares of Restricted Common Stock will contain a restrictive legend to that effect. e. Such Lender acknowledges further understands 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 provisions of afforded by Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to depends on the satisfaction of certain various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. f. Such Lender did not employ any broker or finder in connection with the transaction contemplated in the Agreement or incur any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by the First Amendment.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance securities issued upon exercise of all obligations the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or for sale or distribution of such Lender hereunder, has been taken the Warrants or will be taken prior to Exercise Shares or any part thereof. Each of the Closing Date Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) It The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Exercise Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Exercise Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with Securities Act unless certain conditions are met, including, among other things, the Company’s senior executivesexistence of a public market for the shares, the availability of certain current public information about the Borrower and the resale follows the required holding period under Rule 144. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired or Exercise Shares until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Such Lender shall have notified the Borrower of the proposed disposition and shall have furnished counsel for investment only and not for resale or the Borrower with a view an opinion of counsel, substantially in the form annexed as Exhibit C to the distribution thereof, except as Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the same may be made in compliance with all applicable securities lawsSecurities Act. (f) It has been advised understands and agrees that the Notes Warrants and all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants are not being may bear the following legend until such time as the Warrants and such shares, as applicable, have been registered under the Securities Act on the grounds that this transaction is exempt or otherwise may be sold pursuant to such Rule 144 or an exemption from registration under the Securities Act without any restriction as not involving any public offeringto the number of securities as of a particular date that can be immediately sold. “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. THE SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 26, 2008, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (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 Such Lender is an “accredited investor” within the meaning of Rule 501 as defined in Regulation D promulgated under the Securities Act. (h) Such Lender is a limited partnership duly organized and validly existing under the laws of the jurisdiction of its formation. (i) Such Lender understands has full power and authority to make the Disbursements and to enter into and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. (j) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary, for the Notes making of Disbursements hereunder, the execution and delivery of the Financing Documents and the Warrants performance by such Lender of its obligations thereunder, have been obtained and are, and will be “restricted securities” under on the federal securities date of such Disbursement hereunder, in full force and effect. (k) Each Financing Document has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws inasmuch as they are being acquired from the Company affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered 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 proceeding at law or in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsequity).

Representations and Warranties of the Lenders. Each Lender, Lender severally and not jointly, represents and warrants to the Company thatas follows: (a) All actionThe Lender has all requisite power and authority to execute and deliver this Agreement, corporate or otherwise, on to consummate the part of such Lender, transactions contemplated hereby and to perform its officers, directors, and shareholders or partners, as the case may be, necessary for the authorization, obligations hereunder. The execution and delivery of this Agreement by the Lender, and the performance consummation by the Lender of all obligations the transactions contemplated hereby have been duly approved and no other corporate or other proceedings on the part of such the Lender hereunder, has been taken are or will be taken prior necessary to the Closing Date and authorize this Agreement and the Loan Documents to which such transactions contemplated hereby. This Agreement has been duly executed and delivered by the Lender and is a partylegal, when executed, constitute valid and legally binding obligations obligation of such Lender, the Lender enforceable against such the Lender in accordance with their its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject relating to general principles or affecting the enforcement 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendercreditors’ rights. (b) It has The Lender is experienced in evaluating and investing in companies such knowledge, skill as the Company. The Lender is a sophisticated investor with such knowledge and experience in business, financial and investment business matters so that it is as to be capable of evaluating the merits and risks of an a prospective investment in the Notes Notes, the Warrants and the WarrantsWarrant Shares (collectively, the “Securities”) and who is capable of bearing the economic risks of such investment. (c) It has made such independent investigation The Lender is acquiring the Securities for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Lender understands that the Securities to be acquired have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the CompanySecurities Act which depends upon, its managementamong other things, the bona fide nature of the investment intent as expressed herein. The Lender further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. The Lender understands and related matters as it deems acknowledges that the offering of the Securities pursuant to this Agreement will not be necessary or advisable registered under the Securities Act on the ground that the sale provided for in connection with an investment in the Notes this Agreement and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to issuance of Securities hereunder is exempt from the advisability registration requirements of an investment in the Notes and the WarrantsSecurities Act. (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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender acknowledges that the securities Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Such The Lender is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares securities purchased in a private placement subject to the satisfaction of certain conditions. The Lender covenants that, in the absence of an effective registration statement covering the Securities in question, the Lender will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with the Lender’s representations and covenants set forth in this Section 4. In connection therewith, the Lender acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 4 and will transfer Securities on the books of the Company only to the extent not inconsistent therewith. (e) The Lender understands that there will be no public market for either the Notes or Warrants. (f) The Lender (or its authorized representative) has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and to review the Company’s facilities. The Lender understands that such discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company’s business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description. (g) The Lender represents that Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. The Lender has the financial ability to perform or cause this Agreement to be performed, and shall provide to the Company reasonable evidence of such ability upon written request from time to time, subject to confidentiality reasonably requested by such Lender.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Credit Parties as of the Agreement Date that: (a) All actionIt understands and agrees that all certificates evidencing the Securities may bear a legend as to transfer and exercise restrictions imposed by the Securities Act, corporate or otherwise, on the part of such Lenderincluding as set forth in, and subject to the terms and conditions of, the Warrants. (b) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its officersformation. (c) Each Transaction Document to which it is a party has been duly authorized, directors, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute constitutes its valid and legally binding obligations of such Lenderobligation, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution and delivery of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had Such Lender has full power and authority to make the opportunity Disbursement and to discuss enter into and perform its other obligations under each Transaction Document and carry out the Company’s business with the Company’s senior executivesother transactions contemplated thereby. (e) The Notes and Such Lender is acquiring the Warrants are being acquired Securities for its own account, for investment only purposes only, and not for resale or with a view towards, or for resale in connection with, the sale or distribution thereof in violation of applicable securities laws; provided, however, that by making the representations herein, such Lender does not agree, or make any representation or warranty, to hold any of the distribution thereofSecurities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Such Lender does not presently have any agreement or understanding, except as directly or indirectly, with any Person to distribute any of the same may be made Securities in compliance with all violation of applicable securities laws. (f) It has been advised Such Lender understands that the Notes Securities are 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 the Borrower is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender set forth herein in order to determine the availability of such exemptions and the Warrants eligibility of such Lender to acquire the Securities. (g) Such Lender understands that except as provided in the Registration Rights Agreement: the Securities have not been and are not being registered under the Securities Act on the grounds that this transaction is exempt under the Act as not involving or any public offering. (g) It has been advised that the Notes state securities laws, and the Warrants may not be sold or offered for sale in sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Lender or the absence of an effective registration statement holder thereof, as applicable, shall have delivered to the securities under Borrower an opinion of counsel to the Act and any applicable state securities acts effect that such Securities to be sold, assigned or the availability of transferred may be sold, assigned or transferred pursuant to an exemption from such registration (including, without limitation, pursuant to a so-called “4(1) and a half transaction” in which case such opinion of outside counsel to the registration requirements Lender or the holder thereof, as applicable, shall be delivered to the Borrower substantially in the form set forth as Exhibit C to the Warrant (subject to the revisions necessary to reflect the type of security being transferred) and shall be the only evidence required by the Borrower in connection with the consummation of such “4(1) and a half transaction”), or (C) such Lender or the holder thereof, as applicable, disposes of such shares pursuant to Rule 144 or Rule 144A promulgated under the Act and any applicable state securities actsSecurities Act, in which case such Lender or the holder thereof, as applicable, shall deliver to the Borrower a letter, signature guaranteed, substantially in the form of the investor representation letter in Exhibit D to the Warrant, unless such Lender or the holder thereof, as applicable, notifies the Borrower that it is unable to deliver said letter in which case such Lender or such holder shall deliver such other documents and/or representations as the Borrower considers reasonably necessary to effect such transfer. (h) It is an “accredited investor” within the meaning of The Securities may not be sold pursuant to Rule 501 144 adopted under the ActSecurities Act unless certain conditions are met, including, among other things, the availability of certain current public information about the Borrower and the resale following the required holding period under Rule 144. (i) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (j) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from the Borrower concerning the Transaction Documents, (B) has been permitted access, to such Lender’s satisfaction, to the SEC Reports, and (C) understands that the Notes entry into the Transaction Documents and the Warrants will be “restricted securities” under investment in the federal securities laws inasmuch issued thereunder is subject to risks as they are being acquired from stated in the Company risk factors disclosed in a transaction not involving a public offering and that under such laws and applicable regulations such securities the SEC Reports or as otherwise may be resold without registration under the Act only in certain limited circumstances. Such Lender applicable to similar investments and acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or it has had an exemption from opportunity to review, and upon review, fully understands such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsrisk factors.

Representations and Warranties of the Lenders. Each LenderIn connection with the transactions provided for herein, each of the Lenders, severally and not jointly, represents hereby represents, warrants and warrants covenants (which representations, warranties and covenants will survive the Closing) to the Company that: (a) All action, corporate or otherwise, on 3.1 such Lender understands and agrees that the part of such Lender, and its officers, directors, and shareholders or partners, as Securities have not been registered under the case may be, necessary for the authorization, execution and delivery of this Agreement Act and the performance of all obligations of Securities are being offered and sold by the Company to such Lender hereunder, has been taken or will be taken prior to in reliance upon an exemption from registration provided by Rule 506 of Regulation D under the Closing Date and this Agreement and the Loan Documents to which Act; 3.2 such Lender is a partyauthorized to consummate the purchase of the Securities and the securities that may be acquired on conversion of the Securities (the Securities and such other securities that may be acquired on conversion, when executedcollectively, constitute valid and legally binding obligations of such Lender, enforceable against the “Transaction Securities”); 3.3 such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill sophistication and experience in business, financial and investment business matters so that it is as to be capable of evaluating the merits and risks of an the investment in the Notes Transaction Securities, and is able to bear the Warrants. (c) It has made such independent investigation economic risk of loss 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 investment; 3.4 such Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 501 501(a) of Regulation D under the Act (“Accredited Investor”) and is purchasing the Transaction Securities for his, her or its own account for investment and not with a view to any resale, distribution or other disposition of the Transaction Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States or any State thereof; 3.5 such Lender is not purchasing any of the Transaction Securities as a result of any form of general solicitation or general advertising, as those terms are used in Regulation D under the Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; 3.6 if such Lender decides to offer, sell or otherwise transfer any of the Transaction Securities, such Lender will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless: (a) the sale is to the Company; (b) the sale is made pursuant to an effective registration statement; (c) the sale is made in compliance with the exemption from the registration requirements under the Act provided by Rule 144, Rule 145 or Rule 144A thereunder, if available, and in accordance with any applicable state securities or “Blue Sky” laws; or (d) the securities are sold in a transaction that does not require registration under the Act or any applicable U.S. state laws and regulations governing the offer and sale of securities, and such Lender has prior to such sale furnished to the Company an opinion of counsel to that effect which is satisfactory to the Company, or the Company has otherwise satisfied itself that such registration is not required, provided that none of the restrictions hereunder shall restrict any pledge of the Transaction Securities to a bank or other financial institution that creates a mere security interest in such Transaction Securities in connection with a bona fide loan transaction; 3.7 such Lender understands and acknowledges that the Transaction Securities are “restricted securities” and upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act or applicable U.S. state laws and regulations, the certificates representing the Transaction Securities will bear a legend in substantially the following form: NEITHER THE SECURITIES REPRESENTED NOR THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION THEREOF HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (C) IN ACCORDANCE WITH RULE 144, RULE 145 OR RULE 144A UNDER THE SECURITIES ACT, IF APPLICABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OR (D) IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, OR OTHERWISE SATISFIED ITSELF, THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE U.S. STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. 3.8 such Lender has been afforded the opportunity (i) Such to ask such questions as such Lender has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Transaction Securities and (ii) to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense necessary to verify the accuracy and completeness of the information requested and that such Lender has considered necessary in connection with its decision to invest in the Transaction Securities; 3.9 such Lender understands that the Notes Company shall instruct its transfer agent to refuse to register any transfer of Transaction Securities without first being notified by the Company that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the Act; 3.10 such Lender consents to the Company making a notation on its records or giving instruction to the registrar and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being acquired from transfer agent of the Company in a transaction not involving a public offering order to implement the restrictions on transfer set forth and described herein; 3.11 the address of such Lender at which such Lender received and accepted the offer to purchase the Securities is the address listed on Schedule 1 to this Agreement; 3.12 such Lender agrees that by accepting Securities, he, she or it shall be representing and warranting that the representations and warranties in this Section 3 are true as at the Closing with the same force and effect as if they had been made by it at the Closing and will be true and correct as of the conversion of the Securities with the same force and effect as if they had been made by it as of the date of such conversion, and that under they shall survive the purchase of Securities and the Transaction Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of any of the Transaction Securities; and 3.13 such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. Such Lender acknowledges understands that the securities must be held indefinitely unless subsequently registered under the Act or Company is an exemption from such registration early-stage company with a limited operating history and is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction high level of certain conditionsrisk, and that an investment in the Transaction Securities is speculative, involves a high degree of risk and may result in a loss of all of such Lender’s investment in the Transaction Securities.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations Common Stock issued upon exercise of such Lender hereunder, has been taken the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or will be taken prior to for sale or distribution of the Closing Date Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)its account only. The execution and delivery of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill knowledge and experience in business, financial and investment business matters so that it is as to be capable of evaluating the merits and risks of an its investment and has the ability to bear the economic risks of its investment. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such Lender has a present intention of acquiring the securities for a fixed or determinable period in the Notes future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. None of the Lenders has such present intention. Each of the Lenders understands (i) that the Common Stock issuable upon exercise of the Warrants is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by the Warrants will be exempt from the registration and qualifications requirements thereof and (ii) that the WarrantsBorrower’s reliance on such exemptions is predicated on the representations set forth in this Section 3.3. (c) It has made such independent investigation of the Company, its management, knowledge and related experience in financial and business matters as it deems to be necessary or advisable in connection with an capable of evaluating the merits and risks of its investment in and has the Notes and ability to bear the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability economic risks of an investment in the Notes and the Warrantsits investment. (d) It had The Warrants and the opportunity to discuss Exercise Shares must be held indefinitely unless they are subsequently registered under the Company’s business with the Company’s senior executivesSecurities Act or an exemption for such registration is available. (e) The Notes Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, 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 the Warrants are number of shares being acquired for investment only and sold during any three month period not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawsexceeding specified limitation. (f) It has been advised that the Notes and will not make any disposition of all or any part of the Warrants are not being registered or Exercise Shares until: (i) The Borrower shall have received a letter secured by such Lender from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act on covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the grounds Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that this transaction is exempt it will not require an opinion of counsel with respect to transactions under Rule 144 of the Act as not involving any public offeringSecurities Act, except in unusual circumstances. (g) It has been advised understands and agrees that all certificates evidencing the Notes and the Warrants may not shares to be sold or offered for sale in the absence of an effective registration statement as issued to the securities under Lenders may bear 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 actsfollowing legend. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF 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 RULE 144 UNDER SAID ACT” “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 4, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) It Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 under the Securities Act. (i) Such Lender understands that the Notes is a limited partnership duly organized and the Warrants will be “restricted securities” validly existing under the federal securities laws inasmuch as they are being acquired from of the Company in a transaction not involving a public offering jurisdiction of its formation. (j) Such Lender has sufficient funds, and that under such laws and applicable regulations such securities may be resold without registration under will at all times during the Act only in certain limited circumstancesterm of this Agreement, have sufficient funds to make the Disbursements. Such Lender acknowledges that (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay debts as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for such Lender’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the securities must be held indefinitely unless subsequently registered under the Act appointment of a liquidator, custodian, receiver, trustee, administrator or an exemption from other similar officer for such registration is available. Such Lender is aware or any or all of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsits assets or revenues.

Representations and Warranties of the Lenders. Each Lenderof the Lenders, severally and not jointly, represents and warrants only as to itself to the Company thatBorrower as follows: (a) All action, corporate or otherwise, on It is (i) an "accredited investor" as that term is defined in Rule 501 of the part of such LenderSecurities Act, and its officersthat, directorsin making the purchases contemplated herein, it is specifically understood and shareholders or partners, as agreed that the case may be, necessary Lenders is acquiring the Notes for the authorization, execution purpose of investment and delivery of this Agreement and not with a view towards the performance of all obligations of such Lender hereunder, has been taken sale or will be taken prior to distribution thereof within the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any meaning of the terms ofSecurities Act; provided, or constitute a default underhowever, that the charter, bylaws or other organizational documents disposition of such Lenderthe Lenders’ property shall at all times be and remain within its control. (b) It has such knowledgeunderstands that the Notes will not be registered under the Securities Act, skill by reason of their issuance by the Borrower in a transaction exempt from the registration requirements of the Securities Act, and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in must hold the Notes indefinitely unless a subsequent disposition thereof is registered under the Securities Act and the Warrantsapplicable state securities laws or is exempt from registration. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary not employed any broker or advisable finder in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantstransactions contemplated by this Agreement. (d) It has been furnished with or has had access to the information it has requested from the Borrower and has had an opportunity to discuss the Company’s business with the Company’s senior executivesmanagement of the Borrower the business and financial affairs of the Loan Parties, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto; provided, however, that the foregoing shall in no way affect, diminish or derogate from the representations and warranties made by the Borrower hereunder or the right of the Lenders to rely thereon and to seek indemnification hereunder. (e) The Either (i) no part of the funds to be used by such Lender to acquire or hold the Notes constitutes assets of any "employee benefit plan" within the meaning of Section 3(3) of ERISA or any "plan" within the meaning of Section 4975 of the Code or (ii) the acquisition and holding of the Notes by such Lender is exempt from the restrictions on prohibited transactions of ERISA and the Warrants are being acquired for investment only and not for resale Code pursuant to one or with a view to the distribution thereofmore statutory, except as the same may be made in compliance with all applicable securities lawsregulatory or administrative exemptions. (f) It At least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by such Lender to pay the purchase price of the Notes to be purchased by such Lender hereunder: (i) if such Lender is an insurance company, the Source is an "insurance company general account" within the meaning of Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and there is no employment benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with its state of domicile; or (ii) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as such Purchaser has disclosed to the Borrower in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (iii) the Source constitutes assets of an "investment fund" (within the meaning of Part V of PTE 84-14 (the "QPAM Exemption")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Borrower and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Borrower in writing pursuant to this paragraph (c); or (iv) the Source is a governmental plan; or (v) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been advised that identified to the Notes Borrower in writing pursuant to this paragraph (e) or the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Article VIA, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have 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 offeringrespective meanings assigned to such terms in Section 3 of ERISA. (g) It has been advised with respect to each Person that is a Lender as of the Notes and the Warrants may Closing Date, such Lender is either not be sold subject to or offered for sale in the absence of an effective registration statement as entitled to the securities under the Act and any applicable state securities acts or the availability of an a complete exemption from the registration requirements United States withholding tax with respect to payments to be made under the Act this Investment Agreement and under any applicable state securities actsNote. (h) It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender understands that the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrower, the Company Collateral Agent and the Administrative Agent as of the date such Person becomes a Lender and as of the Effective Date, that: (a) All actionSuch Lender is duly organized, corporate or otherwise, on the part of such Lendervalidly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its officers, directorsobligations hereunder, and shareholders or partners, as to consummate the case may be, necessary for the authorization, execution transactions contemplated hereunder. (b) This Agreement has been duly executed and delivery of this Agreement and the performance of all obligations of delivered by such Lender hereunderand constitutes a legal, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such the Lender in accordance with their respective its terms, except as such enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, and other laws relating to or similar laws affecting creditors’ rights generally and subject to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution . (c) This Agreement and delivery consummation of this Agreementthe transactions contemplated hereunder will not violate, including the Loan Documents conflict with or result in a breach of or default under (i) such Lender’s organizational documents, (ii) any agreement or instrument to which such Lender is a party, will not conflict withparty or by which such Lender or any of its assets are bound, or result in a breach of (iii) any of the terms oflaws, regulations or constitute a default undergovernmental or judicial decrees, the charter, bylaws injunctions or other organizational documents of orders applicable to such Lender. (bd) It Each of the Secured Notes to be received by such Xxxxxx hereunder will be acquired for such Xxxxxx’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Secured Notes in compliance with applicable federal and state securities laws. (e) Such Lender can bear the economic risk and complete loss of its extension of the Term Loans and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) It Such Lender has been advised that the Notes had an opportunity to receive, review and understand all information related to Borrower requested by it and to ask questions of and receive answers from Borrower regarding Borrower, its Subsidiaries, its business and the Warrants are not being registered under terms and conditions of receiving the Act on Term Loans and the grounds that this transaction is exempt under issuance of the Act as not involving any public offeringSecured Notes, and has conducted and completed its own independent due diligence. (g) It Based on the information such Lender has been advised that deemed appropriate, it has independently made its own analysis and decision to enter into 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 actsLoan Documents. (h) It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender understands that the Secured Notes and the Warrants will be are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower 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 only in certain limited circumstances. Such Lender acknowledges understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Borrower or the securities must be held indefinitely unless subsequently registered under issuance of the Act Secured Notes. Each Lender will comply with all applicable laws and regulations in each jurisdiction in which it subscribes, offers or an exemption from such registration is available. sells Securities or has in its possession or distributes any offering material, in all cases at its own expense. (i) Such Lender is aware an “accredited investor” as defined in Regulation D promulgated under the Securities Act, and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. (j) Such Lender did not learn of the provisions investment in the Secured Notes as a result of any general solicitation or general advertising. (k) The Lenders agree that the Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes may not be sold or transferred unless (i) such Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act, (ii) such Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred in accordance with to Rule 144, (iii) the Borrower have received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities Act, or (iv) the Secured Notes and Ordinary Shares issuable pursuant hereto or pursuant to the Secured Notes are transferred without consideration to an affiliate of such holder or a custodial nominee. (l) The Lenders agree that the certificates or book-entry records evidencing the commitment fee shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).” (m) Such Lender is not, and has not been during the consecutive three month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased Borrower. The Lender and its Affiliates collectively beneficially own and will beneficially own as of the Effective Date (but without giving effect to any exchange of the Secured Notes) less than 10% of the outstanding Ordinary Shares. (n) Such Lender understands that the Secured Notes are being offered and sold to it in a private placement subject reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Borrower is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender set forth herein in order to determine the availability of such exemptions and the eligibility of such Lender to acquire the Securities. The Lender irrevocably authorizes the Borrower or Holdings to produce this Section 12.16 to any interested party in any administrative or legal proceedings or official enquiry with respect to the satisfaction of certain conditionsmatters covered herein.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations Common Stock issued upon exercise of such Lender hereunder, has been taken the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or will be taken prior to for sale or distribution of the Closing Date Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) It The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) It has made The Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such independent investigation registration is available. Each of the CompanyLenders recognizes that the Borrower has no obligations to register the Warrants, its managementor, and related matters except as it deems to be necessary or advisable in connection with an investment otherwise set forth in the Notes and the Warrants; and each Lender has received all information and data which it believes , to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantscomply with any exemption from such registration. (d) It had Neither the opportunity Warrants nor the Exercise Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with Securities Act unless certain conditions are met, including, among other things, the Company’s senior executivesexistence 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 the number of shares being sold during any three month period not exceeding specified limitation. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired for investment only and not for resale or with Exercise Shares until: (i) The Borrower shall have received a view letter secured by such Lender from the SEC stating that no action will be recommended to the distribution thereof, except as Commission with respect to the same may be proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in compliance accordance with all applicable securities lawssaid registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Warrants are not being registered under Lenders may bear the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringfollowing legend. “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 OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER ___, 2007. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (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 Such Lender is an “accredited investor” within the meaning of Rule 501 as defined in Regulation D promulgated under the Securities Act. (ih) Such Lender understands that the Notes is a limited partnership duly organized and the Warrants will be “restricted securities” validly existing under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions jurisdiction of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsits formation.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company that: (a) 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject -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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had the opportunity to discuss the Company’s 's business with the Company’s 's senior executives. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “"restricted securities” " under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, --------------------------------------------- Lender represents and warrants to the Company thateach party hereto: (a) All actionSuch Lender is a bank duly organized, corporate or otherwise, on the part of such Lendervalidly existing, and in good standing under the laws of its officersorganization and has the corporate power and authority to own its property and to transact the business in which it is engaged or presently proposes to engage. (b) Such Lender has corporate power and authority to execute, directorsdeliver, perform, and shareholders or partnerstake all actions contemplated by, as the case may beeach Transaction Document to which it is a party, and all such action has been duly and validly authorized by all necessary for the authorization, execution corporate proceedings on its part. (c) This Participation Agreement has been duly and delivery of this Agreement validly executed and the performance of all obligations of delivered by such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Participation Agreement constitutes, and the Loan Documents each other Transaction Document to which such Lender is a partyparty when executed and delivered by such Lender will constitute, when executedthe legal, constitute valid and legally binding obligations obligation of such Lender, Lender enforceable against such Lender in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws and subject to of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. (regardless of whether such enforceability d) No Governmental Action is considered or will be necessary in a proceeding in equity or at law). The connection with the execution and delivery of this AgreementParticipation Agreement or any other Transaction Document by such Lender, including the Loan Documents to which consummation by such Lender is a partyof the transactions contemplated hereby, will not or performance of or compliance with the terms and conditions hereof or thereof by such Lender. (e) Neither the execution and delivery of any Transaction Document by such Lender, nor the consummation by such Lender of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by such Lender does or will: (i) violate or conflict withwith any applicable law, rule, regulation, license, judgment, order or decree of any government or governmental body or court having jurisdiction over the such Lender; or (ii) violate, conflict with or result in a breach of any of the terms term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the chartercreation or imposition of (or give rise to any obligation, bylaws contingent or otherwise, to create or impose) any Lien upon any property of such Lender pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of such Lender under or in connection with, (A) the articles of incorporation or by-laws (or other organizational documents constituent documents) of such Lender., or (bB) It has any agreement or instrument or arrangement to which such knowledge, skill and experience in business, financial and investment matters so that it Lender is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary a party or advisable in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data by which it believes to be necessary in order to reach an informed decision as to the advisability or any of an investment in the Notes and the Warrants. its properties (dnow owned or hereafter acquired) 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawssubject or bound. (f) It has been advised that No part of the funds used by such Lender to pay the purchase price of the Notes and purchased by it pursuant to Section 1.03 hereof constitutes, directly or indirectly, assets in which any employee benefit plan (as defined in Section 3 of ERISA) or its related trust has any interest. For the Warrants are not being registered under the Act on the grounds that purposes of this transaction is exempt under the Act paragraph "assets" means "plan assets" as not involving any public offeringdefined in Department of Labor Regulations Section 2510.3-101. (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 the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby represents and warrants warrants, as to itself but not as to any other Lender, to the Company thatBorrower as follows: (a) All action, corporate or otherwise, on Any Note issued to a Lender hereunder and any Common Shares issuable upon the part conversion of such Note pursuant to Section 4.1 are being acquired for such Lender’s own account, for investment and its officersnot with a view to, directorsor for resale in connection with, and shareholders any distribution or partnerspublic offering thereof within the meaning of the Securities Act. Upon any such conversion, as the case may beLender shall, necessary for if so requested by the authorizationBorrower, execution and delivery of this Agreement and the performance of all obligations of such Lender hereunderconfirm in writing, has been taken or will be taken prior in a form reasonably satisfactory to the Closing Date Borrower, that the Common Shares issuable upon such conversion are being acquired for investment and this Agreement and the Loan Documents to which such Lender is not with a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium view toward distribution or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderresale. (b) It The Lender understands that any Note issued to a Lender hereunder and any Common Shares issuable upon the conversion of such Note pursuant to Section 4.1 have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that they must be held by the Lender indefinitely, and that the Lender must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempted from such registration. (c) The Lender has such knowledge, skill knowledge and experience in business, financial and investment business matters so that it is capable of evaluating the merits and risks of an investment in acquiring any Note issued to such Lender hereunder and any Common Shares issuable upon the Notes conversion of such Note pursuant to Section 4.1 and the Warrants. (c) It has made such independent investigation of the Company, protecting its management, and related matters as it deems to be necessary or advisable interests in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantstherewith. (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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 Lender is an “accredited investor” within the meaning of as such term is defined in Rule 501 under the Act. (i) Such Lender understands that the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 Regulation D promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsSecurities Act.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company that: (a) 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had the opportunity to discuss the Company’s 's business with the Company’s 's senior executives. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the to.the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (fI) 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 the Notes and the Warrants will be “"restricted securities” " under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company Agreement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make the Loans and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It The Tribute Convertible Notes and the Conversion Shares to be issuable thereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or in a transaction exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) 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 the Tribute Convertible Notes and the Warrants will be Conversion Shares thereunder are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Parent 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 only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (g) Such Lender is aware of the provisions of Rule 144 an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to and National Instrument 45-106 — Prospectus Exemptions promulgated by the satisfaction of certain conditionsCanadian Securities Administrators.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement, and agrees that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations of such Lender hereunder, has been taken or will be taken prior Common Stock issued pursuant to the Closing Date Warrants, whether upon exercise or otherwise (the “Warrant Shares”), solely for its account for investment and this Agreement not with a view to or for sale or distribution of the Warrants or Warrant Shares or any part thereof. Each of the Lenders also represents that the entire legal and beneficial interests of the Loan Documents to which Warrants and Warrant Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) The Warrants and the Warrant Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such 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 distributing the Warrant Shares. None of the Lenders has such present intention. Each of the Lenders understands (i) that the Warrant Shares are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by the Warrants will be exempt from the registration and qualifications requirements thereof and (ii) that the Borrower’s reliance on such exemptions is predicated on the representations set forth in this Section 3.3. (c) It has such knowledge, skill knowledge and experience in business, financial and investment business matters so that it is as to be capable of evaluating the merits and risks of an its investment in and has the Notes and ability to bear the Warrants. (c) It has made such independent investigation economic risks 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantsinvestment. (d) It had The Warrants and the opportunity to discuss Warrant Shares must be held indefinitely unless they are subsequently registered under the Company’s business with the Company’s senior executivesSecurities Act or an exemption for such registration is available. (e) The Notes Neither the Warrants nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, 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 the Warrants are number of shares being acquired for investment only and sold during any three month period not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawsexceeding specified limitation. (f) It has been advised that the Notes and will not make any disposition of all or any part of the Warrants are not being registered or Warrant Shares until: (i) There is then in effect a registration statement under the Securities Act on covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Such Lender shall have notified the grounds Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that this transaction is exempt it will not require an opinion of counsel with respect to transactions under Rule 144 of the Act as not involving any public offeringSecurities Act. (g) It has been advised that All certificates evidencing the Notes and Warrant Shares may bear 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 actsfollowing legend. “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, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF 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 OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE, SUBJECT TO DELIVERY OF AN OPINION, AS PROVIDED IN THE WARRANT, DATED AS OF , 20 , ISSUED BY THE COMPANY.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FACILITY AGREEMENT DATED AS OF JUNE 17, 2009, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE LENDERS REFERRED TO THEREIN. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) It Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 under the Securities Act. (i) Such Lender understands that the Notes is a limited partnership or corporation duly organized and the Warrants will be “restricted securities” validly existing under the federal securities laws inasmuch of the jurisdiction of its formation. (j) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as they are being acquired from the Company such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered 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 proceeding at law or in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsequity).

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of all obligations the Warrants or Exercise Shares or any part thereof. Each of such Lender hereunder, has been taken or will be taken prior to the Closing Date Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) It The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Exercise Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Exercise Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with Securities Act unless certain conditions are met, including, among other things, the Company’s senior executivesexistence 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 the number of shares being sold during any three month period not exceeding specified limitation. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired for investment only and not for resale or with Exercise Shares until: (i) The Borrower shall have received a view letter secured by such Lender from the SEC stating that no action will be recommended to the distribution thereof, except as Commission with respect to the same may be proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in compliance accordance with all applicable securities lawssaid registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Warrants are not being registered under Lenders may bear the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringfollowing legend. “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 OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER __, 2007. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (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 Such Lender is an “accredited investor” within the meaning of Rule 501 as defined in Regulation D promulgated under the Act. (ih) Such Lender understands that the Notes is a limited partnership duly organized and the Warrants will be “restricted securities” validly existing under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions jurisdiction of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsits formation.

Representations and Warranties of the Lenders. Each Lenderof the Lenders, severally and not jointly, represents and warrants only as to itself to the Company thatBorrowers as follows: (a) All action, corporate or otherwise, on It is (i) an “accredited investor” as that term is defined in Rule 501 of the part of such LenderSecurities Act, and its officersthat, directorsin making the purchases contemplated herein, it is specifically understood and shareholders or partners, as agreed that the case may be, necessary Lenders is acquiring the Notes for the authorization, execution purpose of investment and delivery of this Agreement and not with a view towards the performance of all obligations of such Lender hereunder, has been taken sale or will be taken prior to distribution thereof within the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any meaning of the terms ofSecurities Act; provided, or constitute a default underhowever, that the charter, bylaws or other organizational documents disposition of such Lenderthe Lenders’ property shall at all times be and remain within its control. (b) It has such knowledgeunderstands that the Notes will not be registered under the Securities Act, skill by reason of their issuance by the Borrowers in a transaction exempt from the registration requirements of the Securities Act, and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in must hold the Notes indefinitely unless a subsequent disposition thereof is registered under the Securities Act and the Warrantsapplicable state securities laws or is exempt from registration. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary not employed any broker or advisable finder in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantstransactions contemplated by this Agreement. (d) It has been furnished with or has had access to the information it has requested from the Borrowers and has had an opportunity to discuss the Company’s business with the Company’s senior executivesmanagement of the Borrowers the business and financial affairs of the Loan Parties, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto; provided, however, that the foregoing shall in no way affect, diminish or derogate from the representations and warranties made by the Borrowers hereunder or the right of the Lenders to rely thereon and to seek indemnification hereunder. (e) The Notes and Either (i) no part of the Warrants are being acquired for investment only and not for resale funds to be used by such Lender to acquire or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that hold 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 constitutes assets of 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 investoremployee benefit plan” within the meaning of Rule 501 under Section 3(3) of ERISA or any “plan” within the Act. meaning of Section 4975 of the Code or (iii) Such Lender understands that the acquisition and holding of the Notes by such Lender is exempt from the restrictions on prohibited transactions of ERISA and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act Code pursuant to one or an exemption from such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsmore statutory, regulatory or administrative exemptions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations Common Stock issued upon exercise of such Lender hereunder, has been taken the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or will be taken prior to for sale or distribution of the Closing Date Warrants or Exercise Shares or any part thereof. Each of the Lenders also represents that the entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) It The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Lenders realizes that the basis for the exemptions may not be present, if notwithstanding its representations such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Exercise Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Exercise Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with Securities Act unless certain conditions are met, including, among other things, the Company’s senior executivesexistence 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 the number of shares being sold during any three month period not exceeding specified limitation. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired for investment only and not for resale or with Exercise Shares until: (i) The Borrower shall have received a view letter secured by such Lender from the SEC stating that no action will be recommended to the distribution thereof, except as SEC with respect to the same may be proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in compliance accordance with all applicable securities lawssaid registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (f) It has been advised understands and agrees that the Notes Warrants and all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants are not being may bear the following legend until such time as the Warrants and such shares, as applicable, have been registered under the Securities Act on the grounds that this transaction is exempt or otherwise may be sold pursuant to such Rule 144 or an exemption from registration under the Securities Act without any restriction as not involving any public offeringto the number of securities as of a particular date that can be immediately sold. “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. THE SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 29, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 Securities Act. (h) Such Lender is a limited partnership duly organized and validly existing under the Actlaws of the jurisdiction of its formation. (i) Such Lender understands has full power and authority to make the Disbursements and to enter into and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. (j) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary, for the Notes making of Disbursements hereunder, the execution and delivery of the Financing Documents and the Warrants performance by such Lender of its obligations thereunder, have been obtained and are, and will be “restricted securities” under on the federal securities date of such Disbursement hereunder, in full force and effect. (k) Each Financing Document has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws inasmuch as they are being acquired from the Company affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered 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 proceeding at law or in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsequity). (l) [***].

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date and as of each date that any Notes, Warrants or Common Shares are issued to a Lender, that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make each Disbursement and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It Each of the Notes, Warrants, the Warrant Shares and the Share Issue Shares (collectively the “Loan Securities”) to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (“1933 Act”), except pursuant to sales registered or exempted under the 1933 Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Loan Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time and such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Lender is not a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”) or an entity engaged in a business that would require it to be so registered. (e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) It Such Lender has been advised that had an opportunity to receive, review and understand all information related to the Notes Borrower requested by it and to ask questions of and receive answers from the Borrower regarding the Borrower, its business and the Warrants are not being registered under terms and conditions of the Act offering of the Loan Securities, and has conducted and completed its own independent due diligence. Such Lender acknowledges receipt of copies of the Borrower’s filings pursuant to the 1934 Act. Based on the grounds that information such Lender has deemed appropriate, it has independently made its own analysis and decision to enter into the Loan Documents. Neither such inquiries nor any other due diligence investigation conducted by such Lender shall modify, limit or otherwise affect such Lender’s right to rely on the Borrower’s representations and warranties contained in this transaction is exempt under the Act as not involving any public offeringAgreement. (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 the Notes and the Warrants will be Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower 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 1933 Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (h) Such Lender is aware of the provisions of Rule 144 an “accredited investor” in Regulation D promulgated under the Act which permit limited resale 1933 Act. (i) Such Lender did not learn of shares purchased the investment in the Loan Securities as a private placement subject result of any general solicitation or general advertising. (j) No Person will have, as a result of the transactions contemplated by the Loan Documents, any valid right, interest or claim against or upon the Borrower, any Subsidiary or any Lender for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Lender. (k) Such Lender understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the satisfaction Borrower or the purchase of certain conditionsthe Loan Securities. (l) Such Lender has no present intent to effect a “change of control” of the Borrower as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date (or as of the date such Lender becomes a party to this Agreement pursuant to Section 6.5) and as of each Disbursement Date (or as of the date of any issuance of Securities) that: (a) All actionSuch Lender is acquiring the Notes (together with the related guaranties set forth in the Security Agreement of the Guarantors) provided by the applicable Loan Party in connection with the Loans made, corporate or otherwiseand/or Subsequent Disbursement Commitments provided, 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 by such Lender hereunder, has been taken in each case, for its own account and not with a view towards, or will be taken prior for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the Closing Date and this Agreement and registration requirements of the Loan Documents to which Securities Act; provided, however, that by making the representations herein, such Lender is a partydoes not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium transfer or similar laws and 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 result in a breach otherwise dispose of any of the terms of, Securities at any time in accordance with or constitute pursuant to a default under, registration statement or an exemption under the charter, bylaws or other organizational documents of Securities Act (subject to such Lender’s compliance with Section 6.5). (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 Such Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 as that term is defined in Rule 501(a) of Regulation D. (c) Such Lender did not learn of the meaning investment in the Securities as a result of Rule 501 under the Actany general solicitation or general advertising. (id) Such Lender understands that the Notes Securities are being issued to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Warrants will be Borrower is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender set forth herein in order to determine the availability of such exemptions. (e) Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and investment decision with respect to its investment in the Securities. (f) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of any offering of the Securities. (g) Such Lender understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that under such laws and applicable regulations such securities none of the Securities may be resold without and/or hedged except pursuant to an effective registration statement under the Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such the registration is available. Such Lender is aware requirements of the provisions of Securities Act, including Rule 144 promulgated under the Securities Act, Section 4(a)(7) of the Securities Act which permit limited resale of shares purchased in or a private placement subject to the satisfaction of certain conditionsso-called “4[(a)](1) and a half” transaction.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Borrower as of the Agreement Date that: (a) All actionIt is acquiring the Warrants and the Warrant Shares solely for its account for investment, corporate not as an agent or otherwise, on the part of such Lendernominee, and its officers, directors, and shareholders not with a view to 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender resale in accordance connection with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any distribution of the terms of, Warrants or constitute a default under, the charter, bylaws Warrant Shares or other organizational documents of such Lenderany part thereof. (b) The Warrants and the Warrants Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Warrant Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Warrant Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with the Company’s senior executivesSecurities Act unless certain conditions are met. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired or Warrant Shares until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for investment only and not for resale or the Borrower with a view an opinion of counsel, substantially in the form annexed as Exhibit C to the distribution thereof, except as Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the same may be made in compliance with all applicable securities lawsSecurities Act. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Lenders upon exercise of the Warrants are not being registered under may bear a legend as set forth in the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringWarrants. (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 Such Lender is an “accredited investor” within the meaning of Rule 501 as defined in Regulation D promulgated under the Securities Act. (h) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (i) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender has full power and authority to make each Disbursement and to enter into and perform its other obligations under each of the Transaction Documents and carry out the other transactions contemplated thereby. (k) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Transaction Documents, (B) has been permitted access, to such Lender’s satisfaction, to the SEC Reports, and (C) understands that the Notes entry into the Transaction Documents and the Warrants will be “restricted securities” under investment in the federal securities laws inasmuch issued thereunder is subject to risks as they are being acquired from stated in the Company risk factors disclosed in a transaction not involving a public offering and that under such laws and applicable regulations such securities the SEC Reports or as otherwise may be resold without registration under the Act only in certain limited circumstances. Such Lender applicable to similar investments and acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or it has had an exemption from opportunity to review, and upon review, fully understands such registration is available. Such Lender is aware risk factors. (l) [ *** ] [ *** ] Confidential treatment of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsredacted portions has been requested.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations Common Stock issued upon exercise of such Lender hereunder, has been taken the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or will be taken prior to for sale or distribution of the Closing Date Warrants or Exercise Shares or any part thereof. The entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Exercise Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Exercise Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with Securities Act unless certain conditions are met, including, among other things, the Company’s senior executivesexistence 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 the number of shares being sold during any three month period not exceeding specified limitation. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired for investment only and not for resale or with Exercise Shares until: (i) The Borrower shall have received a view letter secured by such Lender from the SEC stating that no action will be recommended to the distribution thereof, except as SEC with respect to the same may be proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in compliance accordance with all applicable securities lawssaid registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Lenders upon exercise of the Warrants are not being registered under may bear the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringfollowing legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 26, 2008, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 Securities Act. (h) Such Lender is a limited partnership duly organized and validly existing under the Actlaws of the jurisdiction of its formation. (i) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender understands that has full power and authority to make the Notes Disbursements and to enter into and perform its other obligations under each of the Warrants will be “restricted securities” under Financing Documents and carry out the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstancesother transactions contemplated thereby. Such Lender acknowledges that has sufficient funds, and will at all times during the securities must be held indefinitely unless subsequently registered under first year following the Act or an exemption from such registration is available. Such Lender is aware of Agreement Date, have sufficient funds to make the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsDisbursements.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Borrower as of the Agreement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution and delivery of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It Such Lender has made such independent investigation full power and authority to make each Disbursement and to enter into and perform its other obligations under each of the Company, its management, Loan Documents and related matters as it deems to be necessary or advisable in connection with an investment in carry out the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantsother transactions contemplated thereby. (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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be Securities are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction and have 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 acknowledges that the securities must be held indefinitely unless subsequently been registered under the Securities Act or any applicable state securities law and is acquiring the Notes and Warrants and, (i) upon conversion of the Notes, will acquire the Note Shares issuable upon conversion thereof, (ii) upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise thereof, and (iii) will, under certain circumstances, receive the Interest Shares in lieu of cash interest payments under the Notes, in each case as principal for its own account and not with a view to, or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities laws, provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum period of time and reserves the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration is availableand in compliance with applicable federal and state securities laws. Such Lender is aware acquiring the Securities hereunder in the ordinary course of its business. Such Lender does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the provisions Securities (or any securities which are derivatives thereof) to or through any person or entity; and such Lender is not a registered broker-dealer under Section 15 of Rule 144 promulgated under the Exchange Act which permit limited resale of shares purchased or any entity engaged in a private placement subject business that would require to the satisfaction of certain conditionsbe so registered as a broker-dealer.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof that: (a) All actionIt is acquiring the Warrants and the Warrant Shares solely for its account for investment, corporate not as an agent or otherwise, on the part of such Lendernominee, and its officers, directors, and shareholders not with a view to 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender resale in accordance connection with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any distribution of the terms of, Warrants or constitute a default under, the charter, bylaws Warrant Shares or other organizational documents of such Lenderany part thereof. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes The Warrants and the WarrantsWarrant Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such registration is available. (c) It has made such independent investigation of Neither the Company, its management, and related matters as it deems Warrants nor the Warrant Shares may be sold pursuant to be necessary or advisable in connection with an investment in Rule 144 adopted under the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the WarrantsSecurities Act unless certain conditions are met. (d) It had will not make any disposition of all or any part of the opportunity Warrants or Warrant Shares until: (i) The Borrower shall have received a letter secured by such Lender or its counsel from the SEC stating that no action will be recommended to discuss the Company’s business SEC with respect to the Company’s senior executivesproposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act. It understands and agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants may bear a legend as set forth in the Warrants. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 under the Securities Act. (if) Such Lender understands that the Notes is duly organized and the Warrants will be “restricted securities” validly existing under the federal securities laws inasmuch of the jurisdiction of its formation. (g) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as they are being acquired from the Company such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered 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 proceeding at law or in certain limited circumstances. equity). (h) Such Lender acknowledges that has full power and authority to make the securities must be held indefinitely unless subsequently registered Disbursement and to enter into and perform its other obligations under the Act or an exemption from such registration is available. Such Lender is aware each of the provisions of Rule 144 promulgated under Financing Documents and carry out the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsother transactions contemplated thereby.

Representations and Warranties of the Lenders. (a) Each Lenderof the Lenders hereby makes the following representations and warranties, severally and not jointly, represents and warrants to as of the Company thatdate of this Agreement as of each Funding Date: (ai) All actioneach of the Lenders has been duly organized and is validly existing as a corporation under the laws jurisdictions of the states of their respective; (ii) each of the Lenders has the requisite power and authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement to be performed by it; (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 each of the Lenders of this Agreement; (iv) the person or persons signatory to this Agreement and any document executed pursuant to it on behalf of each of the Lenders has full power and authority to bind the respective Lenders; (v) this Agreement is valid, binding and enforceable against Lenders 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 each of the Lenders is a party, and the performance by each of the Lenders of all transactions contemplated herein and therein (A) have been duly authorized by all necessary and appropriate corporate or otherwise, action on the part of such Lendereach of the Lenders, and its officers(B) will not violate any provision of the Certificate of Incorporation of each of the Lenders, directors, and shareholders (C) does not conflict with any term or partners, as the case may be, necessary for the authorization, execution and delivery provision of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents any other agreement to which such Lender each of the Lenders is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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, D) will not conflict with, or result in cause a breach of any 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 each of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such LenderLenders. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It has made such independent investigation Each of the Company, its management, Lenders agrees and related matters as it deems to be necessary or advisable acknowledges that each of the representations and warranties set forth in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. subsection (da) 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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. hereof (i) Such Lender understands that is material and being relied upon by the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch Borrower, (ii) is true in all respects as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions date of Rule 144 promulgated under this Agreement, and (iii) shall survive the Act which permit limited resale execution and termination of shares purchased in a private placement subject to the satisfaction of certain conditionsthis Agreement.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company Borrower as of the date hereof that: (a) All actionIt is acquiring the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof solely for its account for investment, corporate not as an agent or otherwise, on the part of such Lendernominee, and its officers, directors, and shareholders not with a view to 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 hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender resale in accordance connection with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any distribution of the terms of, Notes or constitute a default under, the charter, bylaws Warrants and shares of Common Stock issuable upon exercise or other organizational documents of such Lenderconversion thereof or any part thereof. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the The Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof must be held indefinitely unless they are subsequently registered under the WarrantsSecurities Act or an exemption for such registration is available. (c) 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 Neither the Notes and Warrants nor shares of Common Stock issuable upon exercise or conversion thereof may be sold pursuant to Rule 144 adopted under the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the WarrantsSecurities Act unless certain conditions are met. (d) It had will not make any disposition of all or any part of the opportunity Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof until: (i) The Borrower shall have received a letter secured by such Lender or its counsel from the SEC stating that no action will be recommended to discuss the Company’s business SEC with respect to such proposed disposition; (ii) There is then in effect a registration statement under the Company’s senior executivesSecurities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (iii) Such Lender shall have notified the Borrower of such proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 or Rule 144A of the Securities Act. It understands and agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise and/or conversion of the Notes and Warrants may bear a legend as set forth in the Notes and Warrants. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Securities Act or is a Regulation S Purchaser as defined in Rule 501 902 promulgated under the Securities Act.. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Such Lender has full power and authority to make each Loan and to enter into and perform its other obligations under each of the Transaction Documents and carry out the other transactions contemplated thereby. (h) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (i) Such Lender is not purchasing the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (j) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Transaction Documents, (B) has been permitted access, to such Lender’s satisfaction, to the Borrower SEC Reports, and (C) understands that the Notes entry into the Transaction Documents and the Warrants will be “restricted securities” under investment in the federal securities laws inasmuch issued thereunder is subject to risks as they are being acquired from stated in the Company risk factors disclosed in a transaction not involving a public offering the Borrower SEC Reports 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 acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or it has had an exemption from opportunity to review, and upon review, fully understands such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsrisk factors.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company thatas follows: (a) All actionThe Lender acknowledges and agrees 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, corporate as amended (the "Securities Act") or otherwiseany state securities laws, and are being offered and sold pursuant to an exemption from registration contained in the Securities Act and such state laws based in part upon the representations of the Lenders contained herein. The Lender also understands and acknowledges that no federal or state agency has made 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 for resale in connection with, any distribution or public offering thereof. The Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Shares. (d) The Lender acknowledges that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws, or is exempt from such registration. The Lender understands that a restrictive legend will be placed on the part of such Lender, and its officers, directors, and shareholders or partners, as the case may be, necessary certificate for the authorization, execution Shares and delivery of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or related stop transfer instructions will be taken prior to entered with the Closing Date and this Company's transfer agent. (e) This Agreement and constitutes the Loan Documents to which such Lender is a partylegal, when executed, constitute valid and legally binding obligations obligation of such Lender, the Lender enforceable against such the Lender in accordance with their respective terms, its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderby equitable principles. (bf) It The Lender has such knowledgehad access to and has obtained all material information concerning the Company and its business and financial condition, skill operations, prospects and experience in businessinvestments, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It has personally made such independent investigation investigations of the Company, its management, Company as he deems necessary and related matters as it deems to be necessary or advisable in connection and has been supplied with an investment in the Notes and the Warrants; and each Lender has received all information and data which it he believes to be is necessary in order to reach an informed decision as to the advisability of an investment in acquiring the Notes Shares upon the terms and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 offeringconditions contained herein. (g) It has been advised The Lender is an "accredited investor" as defined in Regulation D under the Securities Act, in that the Notes and the Warrants may not be sold or offered for sale Lender is an individual with a net worth in the absence excess 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$1,000,000. (h) It The Lender has such experience in financial and business matters such that he is an “accredited investor” within capable of evaluating the meaning merits and risks of Rule 501 under acquiring the ActShares hereunder. (i) Such Lender understands that the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date that: (a) All action, corporate or otherwise, on Such Lender (i) is acquiring the part Loans and the Notes (together with the related guaranties set forth in the Security Agreement of the Guarantors) provided by such Lender and the Warrants related to the Loans made by such Lender hereunder and (ii) upon any exercise of such LenderWarrants, will acquire the Warrant Shares then-issuable upon exercise thereof for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, such Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (c) Such Lender understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Borrower is relying in part upon the truth and accuracy of, and its officerssuch Lender’s compliance with, directorsthe representations, warranties, agreements, acknowledgments 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 understandings of such Lender hereunderset forth herein in order to determine the availability of such exemptions. (d) Such Lender and its advisors, has if any, have been taken or will be taken prior furnished with all materials relating to the Closing Date business, finances and this Agreement and operations of the Loan Documents Parties and their Subsidiaries and materials relating to the offer and sale of the Securities that have been requested by such Lender. Such Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Loan Parties. Neither such inquiries nor any other due diligence investigations conducted by such Lender or its advisors, if any, or its representatives shall modify, amend or otherwise affect such Lender’s right to rely on the representations and warranties of the Loan Parties and their Subsidiaries contained in Article 3 and elsewhere in the Loan Documents. Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and investment decision with respect to its investment in the Securities. (e) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Each Loan Document to which such Lender is a partyparty has been duly authorized, when executed, constitute executed and delivered by such Lender and constitutes the valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (h) Such Lender has the requisite power and delivery authority to enter into and perform its obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that under such laws and applicable regulations such securities none of the Securities may be resold without and/or hedged except pursuant to an effective registration statement under the Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such the registration is available. Such Lender is aware requirements of the provisions of Securities Act, including Rule 144 promulgated under the Securities Act, Section 4(a)(7) of the Securities Act which permit limited resale of shares purchased in or a private placement subject to the satisfaction of certain conditionsso-called “4[(a)] and a half” transaction.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company thatthat on the date hereof and as of the Closing Date: (a) All actionSuch Lender has all requisite power to execute and deliver this Agreement, corporate and all other documents and agreements contemplated hereby and thereby, 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 all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby or otherwisethereby, on the part of have been duly authorized and approved by such Lender. This Agreement, and its officersall other documents and agreements contemplated hereby and thereby have each been duly authorized, directorsexecuted and delivered by, and shareholders or partnerseach is the valid and binding obligation of, as the case may be, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws and subject or by legal or equitable principles relating 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantslimiting creditors' rights generally. (c) It has made such independent investigation Such Lender is an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D promulgated under the CompanySecurities Act of 1933, 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantsamended. (d) It had Such Lender acknowledges that the opportunity to discuss the Company’s business with the Company’s senior executives. (e) The Notes and the Warrants are securities being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants by it are not being acquired pursuant to a transaction registered under the Securities Act on of 1933, as amended, in that the grounds that this transaction is exempt under issuance of the Act as securities does not involving involve any public offering. (e) Such Lender represents that it is acquiring the securities for investment for its own account, and not with a view to distribution. (f) Without limiting the representations and warranties contained in the Loan Documents (as defined below) such Lender has received from the Company access to information as it deems necessary for the purchase of the securities. (g) It has been advised that Such Lender will not sell or otherwise transfer the Notes and the Warrants may not be sold or offered for sale in the absence securities without registration of an effective registration statement as to the such securities under the Securities Act and any applicable state securities acts of 1933, as amended, or the availability of an exemption from therefrom, and fully understands and agrees that such Lender must bear the registration requirements under the Act and any applicable state securities actseconomic risk of its purchase for an indefinite period of time. (h) It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender understands represents that it is willing and able to bear the Notes economic risk of its investment in the Securities issued hereunder, and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in has no need for liquidity with respect thereto, is able to sustain a transaction not involving a public offering complete loss of its investment, and that under such laws and applicable regulations purchasing such securities may be resold without registration under for its own account for investment and not with a view for resale or distribution thereof except in compliance with the Securities Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions1933, as amended.

Representations and Warranties of the Lenders. Each Lenderof the Lenders, severally and not jointly, represents and warrants only as itself to the Company thatBorrower or as follows: (a) All action, corporate or otherwise, on It is (i) an “accredited investor” as that term is defined in Rule 501 of the part of such LenderSecurities Act, and its officersthat, directorsin making the purchases contemplated herein, it is specifically understood and shareholders or partners, as agreed that the case may be, necessary Lenders is acquiring the Notes for the authorization, execution purpose of investment and delivery of this Agreement and act with a view towards the performance of all obligations of such Lender hereunder, has been taken sale or will be taken prior to distribution thereof within the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any meaning of the terms ofSecurities Act; provided, or constitute a default underhowever, that the charter, bylaws or other organizational documents disposition of such Lenderthe Lenders’ property shall at all times be and remain within its control. (b) It has such knowledgeunderstands that the Notes will not be registered under the Securities Act, skill by reason of their issuance by the Borrower in a transaction exempt from the registration requirements of the Securities Act, and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in must hold the Notes indefinitely unless a subsequent disposition thereof is registered under the Securities Act and the Warrantsapplicable state securities laws or is exempt from registration. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary not employed any broker or advisable finder in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantstransactions contemplated by this Agreement. (d) It has been furnished with or has had access to the information it has requested from the Borrower and has had an opportunity to discuss the Company’s business with the Company’s senior executivesmanagement of the Borrower the business and financial affairs of the Borrower, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto; provided , however, that the foregoing shall in no way affect, diminish or derogate from the representations and warranties made by the Borrower hereunder or the right of the Lenders to rely thereon and to seek indemnification hereunder. (e) The Notes and Either (i) no part of the Warrants are being acquired for investment only and not for resale funds to be used by such Lender to acquire or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that hold 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 constitutes assets of 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 investoremployee benefit plan” within the meaning of Rule 501 under Section 3(3) of ERISA or any “plan” within the Act. meaning of Section 4975 of the Code or (iii) Such Lender understands that the acquisition and holding of the Notes by such Lender is exempt from the restrictions on prohibited transactions of ERISA and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act Code pursuant to one or an exemption from such registration is available. Such Lender is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsmore statutory, regulatory or administrative exemptions.

Representations and Warranties of the Lenders. Each Lender, Lender severally and not jointly, jointly represents and warrants to the Company Corporation that: (a) All actionit has duly authorized, corporate or otherwise, on the part of such Lender, executed and its officers, directors, and shareholders or partners, as the case may be, necessary for the authorization, execution and delivery of delivered this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of Transaction Documents as require execution by such Lender.Xxxxxx; (b) It has unless otherwise indicated on Exhibit C hereto, such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 Securities Act. (i) Such Lender understands that , such Lenders was not organized for the specific purpose of acquiring the Notes and Warrants, and one or more of the categories set forth in Exhibit C hereto correctly and in all respects describes such Lender and such Lender has so indicated by signing on the blank line or lines following a category on Exhibit C which so describes it; (c) it understands that it must bear the economic risk of its investment for an indefinite period of time because the Notes and Warrants are not, and will be “restricted securities” not be, registered under the federal Securities Act or any applicable state securities laws inasmuch as they are being acquired from the Company in a transaction laws, and may 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 acknowledges that the securities must be held indefinitely unless subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available. Such Lender is aware ; ​ (d) it has sufficient knowledge and experience in investing in companies similar to the Corporation in terms of the provisions Corporation’s stage of Rule 144 promulgated under development so as to be able to evaluate the Act risks and merits of its investment in the Corporation and it is able financially to bear the risks thereof; (e) it or its counsel has had an opportunity to discuss the Corporation’s business, management and financial affairs with the Corporation’s management, and has requested, received and reviewed such information, undertaken such investigation and made such further inquiries of officers of the Corporation and others as it has deemed appropriate or desirable in connection with the transactions contemplated by this Agreement; (f) the Notes and Warrants being issued to it 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; (g) it hereby acknowledges that the Warrants and any shares of Common Stock issuable upon the exercise therof (unless no longer required in the opinion of counsel, which permit limited resale of shares purchased in a private placement subject opinion and counsel shall be reasonably satisfactory to the satisfaction Corporation) shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. The acquisition by such Lender of certain conditionsa Warrant shall constitute a confirmation by it of the foregoing representations and warranties as if made by such Lender on the date of such acquisition.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, of the Lenders represents and warrants to the Company Borrower as of the date hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) All action, corporate or otherwise, on It is acquiring 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 Warrants and the performance shares of all obligations Common Stock issued upon exercise of such Lender hereunder, has been taken the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or will be taken prior to for sale or distribution of the Closing Date Warrants or Exercise Shares or any part thereof. The entire legal and this Agreement beneficial interests of the Warrants and the Loan Documents to which Exercise Shares such Lender is a partyacquiring is being acquired for, when executedand will be held for, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lenderits account only. (b) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such 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 distributing the securities. None of the Lenders has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantspresent intention. (c) 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 The Warrants and the Warrants; and each Lender has received all information and data which it believes to Exercise Shares must be necessary in order to reach held indefinitely unless they are subsequently registered under the Securities Act or an informed decision as to the advisability of an investment in the Notes and the Warrantsexemption for such registration is available. (d) It had Neither the opportunity Warrants nor the Exercise Shares may be sold pursuant to discuss Rule 144 adopted under the Company’s business with Securities Act unless certain conditions are met, including, among other things, the Company’s senior executivesexistence 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 the number of shares being sold during any three month period not exceeding specified limitation. (e) The Notes and It will not make any disposition of all or any part of the Warrants are being acquired for investment only and not for resale or with Exercise Shares until: (i) The Borrower shall have received a view letter secured by such Lender from the SEC stating that no action will be recommended to the distribution thereof, except as SEC with respect to the same may be proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in compliance accordance with all applicable securities lawssaid registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (f) It has been advised understands and agrees that all certificates evidencing the Notes and shares to be issued to the Lenders upon exercise of the Warrants are not being registered under may bear the Act on the grounds that this transaction is exempt under the Act as not involving any public offeringfollowing legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 13, 2009, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (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 Such Lender is an “accredited investor” within as defined in Regulation D promulgated the meaning of Rule 501 Securities Act. (h) Such Lender is a limited partnership duly organized and validly existing under the Actlaws of the jurisdiction of its formation. (i) Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender understands agrees that (i) it does not hold a short position in the Notes Common Stock on the date hereof, (ii) it shall not enter into a short selling transaction with respect to the Common Stock during the period commencing on receipt of a Disbursement Request and ending on the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 date of the provisions specific Disbursement that is the subject of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.Disbursement Request. ARTICLE 4 [Intentionally omitted]

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to the Company Borrower as of the Agreement Date (or as of the date such Lender becomes a party to this Agreement pursuant to Section 6.5) and as of each Disbursement Date (or as of the date of any issuance of Securities) that: (a) All actionSuch Lender is acquiring the Notes (together with the related guaranties set forth in the Security Agreement of the Guarantors) provided by the applicable Loan Party in connection with the Loans made, corporate or otherwiseand/or Subsequent Disbursement Commitments provided, 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 by such Lender hereunder, has been taken in each case, for its own account and not with a view towards, or will be taken prior for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the Closing Date and this Agreement and registration requirements of the Loan Documents to which Securities Act; provided, however, that by making the representations herein, such Lender is a partydoes not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium transfer or similar laws and 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 result in a breach otherwise dispose of any of the terms of, Securities at any time in accordance with or constitute pursuant to a default under, registration statement or an exemption under the charter, bylaws or other organizational documents of Securities Act (subject to such Lender’s compliance with Section 6.5). (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) 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 Such Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 as that term is defined in Rule 501(a) of Regulation D. (c) Such Purchaser did not learn of the meaning investment in the Securities as a result of Rule 501 under the Actany general solicitation or general advertising. (id) Such Lender understands that the Notes Securities are being issued to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Warrants will be Borrower is relying in part upon the truth and accuracy of, and such Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Lender set forth herein in order to determine the availability of such exemptions. (e) Such Lender can bear the economic risk of a total loss of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and investment decision with respect to its investment in the Securities. (f) Such Lender understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of any offering of the Securities. (g) Such Lender understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrower (or the Guarantors, as applicable) in a transaction not involving a public offering and that under such laws and applicable regulations such securities none of the Securities may be resold without and/or hedged except pursuant to an effective registration statement under the Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such the registration is available. Such Lender is aware requirements of the provisions of Securities Act, including Rule 144 promulgated under the Securities Act, Section 4(a)(7) of the Securities Act which permit limited resale of shares purchased in or a private placement subject to the satisfaction of certain conditionsso-called “4[(a)](1) and a half” transaction.

Representations and Warranties of the Lenders. Each Lender, Lender hereby severally and not jointly, represents and warrants to each Loan Party as follows as of the Company thatdate hereof and as of the First Amendment Effective Date: (ai) All action, corporate or otherwise, on Such Lender is validly existing as a limited partnership and is in good standing under the part laws of such Lenderthe jurisdiction of its formation. Such Lender has full power and authority to (to (x) enter into, and perform its officersobligations under, directors, this Amendment and shareholders or partners, the other Loan Documents (as the case may be, necessary for the authorization, execution and delivery shall be amended hereby upon date of this Agreement and the performance First Amendment Effective Date, as applicable) and consummate the transactions contemplated under this Amendment and the other Loan Documents (as shall be amended hereby upon the date of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the First Amendment Effective Date, as applicable). (ii) The execution, delivery and performance of this Amendment has been duly authorized by such Lender. This Amendment has been duly executed and delivered by such Lender and constitutes, and each of the other Loan Documents (as shall be amended hereby on the date of this Agreement and the First Amendment Effective Date, as applicable) to which such Lender is party will constitute, a partyvalid, when executed, constitute valid legal and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles. The execution execution, delivery and delivery performance by such Lender of this Agreement, including Amendment and the other Loan Documents (as shall be amended hereby on the date of this Agreement and the First Amendment Effective Date, as applicable) to which such Lender is a party, party and the consummation of the transactions contemplated herein and therein will not (A) result in any violation of or conflict withwith the provisions of the Organizational Documents of such Lender, or (B) result in a breach the violation of any judgment, order, rule, regulation or decree of any Governmental Authority to which such Lender is subject, except, with respect to this clause (B) only, as could not reasonably be expected, individually or in the terms aggregate, to materially and adversely affect such Lender’s ability to perform its obligations under this Amendment or consummate the transactions contemplated hereby on a timely basis. Except as expressly contemplated hereby or by the Subordinated Loan Agreement, no consent, approval, Authorization or order of, or constitute a default underregistration or filing with any Governmental Authority is required for (i) the execution, delivery or performance by such Lender of this Amendment, and (ii) the charter, bylaws or other organizational documents consummation by such Lender of such Lenderthe transactions contemplated hereby. (biii) It Such Lender has held such knowledgeLender’s Loan Note of record and beneficially for a period of at least one year and is not, skill and experience in businessduring the three-month period prior to the date hereof has not been, financial an Affiliate of the Borrower. (iv) Such Lender is the record and investment matters so that it is capable beneficial owner of, and has good and valid title to, such Lender’s Loan Note, free and clear of evaluating all Liens, and has full power to dispose thereof and to exercise all rights thereunder (other than as restricted by this Amendment, the merits and risks of an investment in the Loan Notes and the WarrantsFacility Agreement). (cv) It has made such independent investigation Each of the Companyrepresentations and warranties set forth in Section 3.3 of the Facility Agreement are true, its managementcorrect and complete in all material respects (without duplication of any materiality qualifier contained therein) as of the First Amendment Effective Date (in each case, 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 has received all information and data which it believes to be necessary in order to reach an informed decision as if made on such date), except to the advisability extent that such representation or warranty expressly relates to an earlier date (in which event such representation or warranty is true, complete and correct in all material respects (without duplication of an investment in the Notes and the Warrantsany materiality qualifier contained therein) as of such earlier date). (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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) 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 the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Company Agreement Date that: (a) All actionSuch Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, corporate or otherwise, on the part of such Lender, executed 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 delivered by such Lender hereunder, has been taken or will be taken prior to and constitutes the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such Lender in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and subject to general (ii) applicable equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity). The execution . (c) Such Lender has full power and delivery authority to make the Loans and to enter into and perform its other obligations under each of this Agreement, including the Loan Documents to which such Lender is a party, will not conflict with, or result in a breach of any of and carry out the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lendertransactions contemplated thereby. (bd) It The Tribute Convertible Notes and the Conversion Shares to be issuable thereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or in a transaction exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) 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 the Tribute Convertible Notes and the Warrants will be Conversion Shares thereunder are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Parent 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 only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. . (g) Such Lender is aware of the provisions of Rule 144 an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to and National Instrument 45-106 – Prospectus Exemptions promulgated by the satisfaction of certain conditionsCanadian Securities Administrators.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, represents and warrants to Borrowers as of the Company date such Person becomes a Lender and as of the Effective Date, that: (a) All actionSuch Lender is duly organized, corporate or otherwise, on the part of such Lendervalidly existing and in good standing, and has the power, authority and capacity to execute and deliver this Agreement, to perform its officers, directorsobligations hereunder, and shareholders or partners, as to consummate the case may be, necessary for the authorization, execution transactions contemplated hereunder. (b) This Agreement has been duly executed and delivery of this Agreement and the performance of all obligations of delivered by such Lender hereunderand constitutes a legal, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations obligation of such Lender, enforceable against such the Lender in accordance with their respective its terms, except as such enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, and other laws relating to or similar laws affecting creditors’ rights generally and subject to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution . (c) This Agreement and delivery consummation of this Agreementthe transactions contemplated hereunder will not violate, including the Loan Documents conflict with or result in a breach of or default under (i) such Lender’s organizational documents, (ii) any agreement or instrument to which such Lender is a party, will not conflict withparty or by which such Lender or any of its assets are bound, or result in a breach of (iii) any of the terms oflaws, regulations or constitute a default undergovernmental or judicial decrees, the charter, bylaws injunctions or other organizational documents of orders applicable to such Lender. (bd) It Each of the Secured Notes to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Secured Notes in compliance with applicable federal and state securities laws. (e) Such Lender can bear the economic risk and complete loss of its extension of the Term Loans and has such knowledge, skill knowledge and experience in business, financial and investment or business matters so that it is capable of evaluating the merits and risks of an the investment in the Notes and the Warrants. (c) 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawscontemplated hereby. (f) It Such Lender has been advised that the Notes had an opportunity to receive, review and understand all information related to any Borrower requested by it and to ask questions of and receive answers from Borrowers regarding such Borrower, its Subsidiaries, its business and the Warrants are not being registered under terms and conditions of receiving the Act on Term Loans and the grounds that this transaction is exempt under issuance of the Act as not involving any public offeringNotes, and has conducted and completed its own independent due diligence. (g) It Based on the information such Lender has been advised that deemed appropriate, it has independently made its own analysis and decision to enter into 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 actsLoan Documents. (h) It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender understands that the Secured Notes and the Warrants will be are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company Borrowers 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 only in certain limited circumstances. Such Lender acknowledges understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Borrowers or the securities must be held indefinitely unless subsequently registered under issuance of the Act or an exemption from such registration is available. Secured Notes. (i) Such Lender is aware an “accredited investor” as defined in Regulation D promulgated under the Securities Act. (j) Such Lender did not learn of the provisions investment in the Secured Notes as a result of any general solicitation or general advertising. (k) The Lenders agree that the Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes may not be sold or transferred unless (i) such Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act, (ii) such Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes are sold or transferred in accordance with to Rule 144, (iii) the Borrowers have received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities Act, or (iv) the Secured Notes and shares of Common Stock issuable pursuant hereto or pursuant to the Secured Notes are transferred without consideration to an affiliate of such holder or a custodial nominee. (l) The Lenders agree that the certificates or book-entry records evidencing the commitment fee shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).” (m) Such Lender is not, and has not been during the consecutive three month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject any Borrower. The Lender and its Affiliates collectively beneficially own and will beneficially own as of the Effective Date (but without giving effect to the satisfaction Conversion) less than 10% of certain conditions.the outstanding shares of Common Stock. [Balance of Page Intentionally Left Blank]

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender represents and warrants to the Company thatthat on the date hereof and as of the Closing Date: (a) All actionSuch Lender has all requisite power to execute and deliver this Agreement, corporate and all other documents and agreements contemplated hereby and thereby, 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 all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby or otherwisethereby, on the part of have been duly authorized and approved by such Lender. This Agreement, and its officersall other documents and agreements contemplated hereby and thereby have each been duly authorized, directorsexecuted and delivered by, and shareholders or partnerseach is the valid and binding obligation of, as the case may be, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and legally binding obligations of such Lender, enforceable against such Lender in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws and subject or by legal or equitable principles relating 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 result in a breach of any of the terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrantslimiting creditors' rights generally. (c) It has made such independent investigation Such Lender is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the CompanySecurities Act of 1933, 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 has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrantsamended. (d) It had Such Lender acknowledges that the opportunity to discuss the Company’s business with the Company’s senior executives. (e) The Notes and the Warrants are securities being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants by it are not being acquired pursuant to a transaction registered under the Securities Act on of 1933, as amended, in that the grounds that this transaction is exempt under issuance of the Act as securities does not involving involve any public offering. (e) Such Lender represents that it is acquiring the securities for investment for its own account, and not with a view to distribution. (f) Without limiting the representations and warranties contained in the Loan Documents (as defined below) such Lender has received from the Company access to information as it deems necessary for the purchase of the securities. (g) It has been advised that Such Lender will not sell or otherwise transfer the Notes and the Warrants may not be sold or offered for sale in the absence securities without registration of an effective registration statement as to the such securities under the Securities Act and any applicable state securities acts of 1933, as amended, or the availability of an exemption from therefrom, and fully understands and agrees that such Lender must bear the registration requirements under the Act and any applicable state securities actseconomic risk of its purchase for an indefinite period of time. (h) It is an “accredited investor” within the meaning of Rule 501 under the Act. (i) Such Lender understands represents that it is willing and able to bear the Notes economic risk of its investment in the Securities issued hereunder, and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in has no need for liquidity with respect thereto, is able to sustain a transaction not involving a public offering complete loss of its investment, and that under such laws and applicable regulations purchasing such securities may be resold without registration under for its own account for investment and not with a view for resale or distribution thereof except in compliance with the Securities Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions1933, as amended.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, Lender --------------------------------------------- represents and warrants to the Company thateach party hereto: (a) All actionSuch Lender is a bank duly organized, corporate or otherwise, on the part of such Lendervalidly existing, and in good standing under the laws of its officersorganization and has the corporate power and authority to own its property and to transact the business in which it is engaged or presently proposes to engage. (b) Such Lender has corporate power and authority to execute, directorsdeliver, perform, and shareholders or partnerstake all actions contemplated by, as the case may beeach Transaction Document to which it is a party, and all such action has been duly and validly authorized by all necessary for the authorization, execution corporate proceedings on its part. (c) This Participation Agreement has been duly and delivery of this Agreement validly executed and the performance of all obligations of delivered by such Lender hereunder, has been taken or will be taken prior to the Closing Date and this Participation Agreement constitutes, and the Loan Documents each other Transaction Document to which such Lender is a partyparty when executed and delivered by such Lender will constitute, when executedthe legal, constitute valid and legally binding obligations obligation of such Lender, Lender enforceable against such Lender in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws and subject to of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. (regardless of whether such enforceability d) No Governmental Action is considered or will be necessary in a proceeding in equity or at law). The connection with the execution and delivery of this AgreementParticipation Agreement or any other Transaction Document by such Lender, including the Loan Documents to which consummation by such Lender is a partyof the transactions contemplated hereby, will not or performance of or compliance with the terms and conditions hereof or thereof by such Lender. (e) Neither the execution and delivery of any Transaction Document by such Lender, nor the consummation by such Lender of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by such Lender does or will: (i) violate or conflict withwith any applicable law, rule, regulation, license, judgment, order or decree of any government or governmental body or court having jurisdiction over the such Lender; or (ii) violate, conflict with or result in a breach of any of the terms term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the chartercreation or imposition of (or give rise to any obligation, bylaws contingent or otherwise, to create or impose) any Lien upon any property of such Lender pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of such Lender under or in connection with, (A) the articles of incorporation or by-laws (or other organizational documents constituent documents) of such Lender., or (bB) It has any agreement or instrument or arrangement to which such knowledge, skill and experience in business, financial and investment matters so that it Lender is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary a party or advisable in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data by which it believes to be necessary in order to reach an informed decision as to the advisability or any of an investment in the Notes and the Warrants. its properties (dnow owned or hereafter acquired) 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 investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities lawssubject or bound. (f) It has been advised that No part of the funds used by such Lender to pay the purchase price of the Notes and purchased by it pursuant to Section 1.03 hereof constitutes, directly or indirectly, assets in which any employee benefit plan (as defined in Section 3 of ERISA) or its related trust has any interest. For the Warrants are not being registered under the Act on the grounds that purposes of this transaction is exempt under the Act paragraph "assets" means "plan assets" as not involving any public offeringdefined in Department of Labor Regulations Section 2510.3-101. (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 the Notes and the Warrants will be “restricted securities” under the federal securities laws inasmuch as they are being 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 Act only in certain limited circumstances. Such Lender 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 provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.