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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only 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 lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as As of the date hereof and as of the Closing Date Date, each of the Purchasers hereby represents and warrants to the Company Trust as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing agreeing to purchase the Shares solely for the Purchaser’s own account and in good standing under for investment and not with a view toward the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderdistribution thereof. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have Shares which the Purchaser is purchasing will not been be registered under the Securities Act or any applicable state securities law laws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available. The Purchaser acknowledges that because of the restrictions on the transferability of the Shares, the Purchaser must bear the economic risk of the Purchaser’s investment in the Shares. (b) The Purchaser has read carefully and is acquiring familiar with the Trust’s filings with the Securities and Exchange Commission (the “Commission”), including its last annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, and understands the contents thereof, including the risks associated with an investment in the Shares; the Purchaser has been provided the opportunity, to the Purchaser’s satisfaction, to ask questions and receive answers concerning the terms and conditions of the offering of the Shares; all of the Purchaser’s questions have been answered to the Purchaser’s satisfaction; and the Purchaser has been supplied with all additional information requested and deemed necessary by the Purchaser to make an investment decision with respect to the Shares. (c) The Purchaser presently qualifies as principal for its own account and an “accredited investor” as such term is defined in Rule 501 under the Securities Act. (d) Except as set forth in the Trust’s filings with the Commission, the Purchaser is not an “affiliate” of the Trust (it being understood that an “affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a view person as such terms are used in and construed under Rule 405 and Rule 144 under the Securities Act). (e) The Purchaser: (i) is familiar with investments of this type and has such knowledge, sophistication and experience in business and financial matters so as to or be capable of evaluating the merits and risks of the prospective investment in the Shares; (ii) does not have an overall commitment to investments that are not readily marketable that is disproportionate to the Purchaser’s net worth, and the Purchaser’s investment in the Shares will not cause such overall commitment to become excessive; and (iii) has adequate net worth and means of providing for distributing or reselling such Securities or any part thereof the Purchaser’s current needs and personal contingencies to sustain a complete loss of the Purchaser’s investment in violation the Shares. (f) The Purchaser is fully aware that the Shares are being issued and sold in reliance upon the exemption provided for by Section 4(a)(2) of the Securities Act and similar exemptions provided under state securities laws on the grounds that no public offering is involved and that the representations, warranties and agreements set forth in this Agreement are essential to the claiming of such exemptions. (g) The Purchaser: (i) is purchasing the Shares with the Purchaser’s own funds and not with the funds of any other person, firm or entity; (ii) is acquiring the Shares for the Purchaser’s own account; and (iii) has no reason to anticipate a change in personal circumstances, financial or otherwise, that would cause the Purchaser to sell or distribute, or necessitate or require any sale or distribution of, the Shares, and no other person, firm or entity has or will have any beneficial interest in the Shares. (h) The Purchaser will cooperate in filing, or authorizing the filing on the Purchaser’s behalf, of any report or form required by the Commission or any applicable state securities lawagencies to be filed in connection with the purchase of the Shares. (i) The person(s) executing this Agreement, has the right, power, authority and capacity to sign and deliver this Agreement and perform all obligations hereunder on behalf of the Purchaser. The Purchaser understands, represents and warrants that this Agreement is binding on the Purchaser and enforceable in accordance with its terms. (j) The Purchaser, if a business entity, represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Purchaser. The Purchaser, if a business entity, was not formed for the specific purpose of acquiring the Shares to which this Agreement relates. (l) The Purchaser is presently a bona fide resident of the state set forth on the signature page hereof and the address set forth thereon is the Purchaser’s true and correct residence. The Purchaser has no present intention of distributing becoming a resident of any of such Securities other state or jurisdiction. (m) The Purchaser understands that nothing in violation this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities Act Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (n) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any applicable state securities law and other general solicitation or general advertisement. The Purchaser has no arrangement or understanding had a pre-existing relationship with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right Trust prior to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiescontemplating an investment contemplated herein.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only 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 lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other PurchaserPurchaser hereby, represents and warrants to the Company as follows as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder hereunder, and thereunder. The execution, the execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, limited liability company, partnership or similar action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (b) Own Account. Such Purchaser understands (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Purchaser Securities, including investments in securities issued by the Company and investments in comparable companies, and (ii) in connection with its decision to purchase the Purchaser Securities, has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the SEC) the Disclosure Package, which includes pricing and other information regarding the purchase and sale of the Securities, prior to or in connection with the receipt of this Agreement and is relying only on such information and documents in making its decision to purchase the Securities. (i) If such Purchaser is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Purchaser Securities are "restricted securities" or has in its possession or distributes any offering material, in all cases at its own expense and have not (ii) no agent of the Company has been registered under authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the Securities Act issue, placement, purchase and sale of the Purchaser Securities, except as set forth in or any applicable state securities law and incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (d) Such Purchaser is acquiring the Securities 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 law, has no present intention of distributing any of such Securities in violation of the Securities Act direct or any applicable state securities law and has no indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. If the Purchaser is an affiliate of the Company (within the meaning of Rule 144 promulgated under the Securities Act), the Purchaser acknowledges and understands that the Purchaser Securities may not be resold by the Purchaser unless such resale is registered under the Securities Act or such resale is effected pursuant to a valid exemption from the registration requirements of the Securities Act. (e) Such Purchaser does (i) understands that nothing in this Agreement, the Disclosure Package or any other materials presented to the Purchaser in connection with the purchase and sale of the Purchaser Securities constitutes legal, tax or investment advice; and (ii) has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Purchaser Securities. (f) Other than consummating the transactions contemplated hereunder, such Purchaser has not have any agreement or understanding, directly or indirectly, with nor has any Person acting on behalf of or pursuant to distribute any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first learned of the specific purchase and sale transaction being effected pursuant to this Agreement and ending immediately prior to the execution and delivery hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement and to its advisors who are under a legal obligation of confidentiality, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with the transactions contemplated by this Agreement (including the existence and terms of such transactions). Such Purchaser covenants that it will not engage in any transactions in the securities of the Company or disclose any information about the transactions contemplated by this Agreement (other than to other Persons party to this Agreement and to its advisors who are under a legal obligation of confidentiality) prior to the time that the transactions contemplated by the Agreements are publicly disclosed by the Company. As of the date hereof, the Purchaser does not own any shares of Common Stock that are borrowed. (g) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency 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. (h) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Purchaser. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as to the Company with respect solely to itself and not with respect to any other Purchaser that: 5.1 The execution and delivery by each Purchaser of this Agreement and the date fulfillment of and compliance with the respective terms hereof by each Purchaser do not and shall not as of the Closing Date conflict with or result in a breach of the terms, conditions or provisions of any other agreement, instrument, order, judgment or decree to the Company as follows:which such Purchaser is subject. (a) Organization; Authority. Such 5.2 Each Purchaser is an entity duly organized, validly existing and “accredited investor” as that term is defined in good standing Rule 501 of Regulation D promulgated under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by it, directly or indirectly, in the United States without registration under United States federal and state securities laws and Purchaser understands the certificates representing the such securities will contain a legend in respect of such restrictions. 5.3 The Placement Warrants are being acquired for such Purchaser’s own account and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the jurisdiction of its organization Securities Act. Each Purchaser shall not engage in hedging transactions with regard to the Placement Warrants and the underlying securities unless in compliance with the Securities Act. 5.4 Each Purchaser has the full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it and this Agreement is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, Purchaser enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such 5.5 Each Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act no United States federal or state agency or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to other government or for distributing governmental agency has passed on or reselling such Securities made any recommendation or any part thereof in violation endorsement of the Securities Act securities or any applicable state securities law, has no present intention of distributing any of such Securities in violation the fairness or suitability of the Securities Act investment in the securities nor have such authorities passed upon or any applicable state securities law and has no arrangement or understanding with any other persons regarding endorsed the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation merits of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any offering of the Securitiessecurities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountNo View to Distribute. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants to the Company, Penske and the PCP Entities as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is acquiring Securities for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act or any state securities laws, and (ii) the Securities may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration and/or regulation thereunder as the case may be. (c) Such Purchaser is an entity “Accredited Investor” (as defined in Rule 501(a) under the Securities Act). (d) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership and has all power and authority to enter into this Agreement. (e) The execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of such Purchaser, and the Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser, in accordance with its terms, except to consummate the transactions contemplated extent that enforceability may be limited by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. (f) The execution, delivery and performance by such Purchaser of the Agreement and the consummation by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate thereby will not (a) violate any provision of law, statute, rule or similar action on regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to such Purchaser, or any of its properties or assets, or (b) violate the part certificate of incorporation or the bylaws of such Purchaser. Each Transaction Document to which it is a party has been duly executed by . (g) The information regarding such Purchaser, and when delivered Purchaser supplied by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability Company in writing specifically for inclusion in the Proxy Statement will not contain any untrue statement of specific performance, injunctive relief a material fact or other equitable remedies and (iii) insofar as indemnification and contribution provisions may omit to state a fact required to be limited by applicable law. (b) Own Account. Such Purchaser understands that stated therein or necessary to make the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof statements contained therein in violation light of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities circumstances 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 Securities (this representation and warranty which they were made not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesmisleading.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) : Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) . Own Account. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser does is not have any agreement or understanding, directly or indirectly, with any Person required to distribute any be registered as a broker-dealer under Section 15 of the Exchange Act. Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants warrants, severally and not jointly, to the Company as of the date hereof and each Closing Date (except to the extent made only as of the Closing Date to the Company specified date, in which case as of such date) as follows: (a) Organization; Authority. Such Purchaser It is an entity duly organizedacquiring the Securities for its own account for investment and not with a view towards the resale, validly existing transfer or distribution thereof, nor with any present intention of distributing the Securities but subject, nevertheless, to any requirement of law that the disposition of such Purchaser’s property shall at all times be within such Purchaser’s control, and in good standing without prejudice to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the laws of Securities Act or under an exemption from said registration available under the jurisdiction of its organization with Securities Act. (b) It has full right, corporate or partnership power and authority legal right to enter into execute and to consummate the transactions contemplated by deliver this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by and to perform its obligations hereunder and thereunder. (c) As of the date hereof, it is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto. (d) It has taken all action necessary for the authorization, execution, delivery, and when delivered performance of this Agreement and the Transaction Documents to which it is a party and its obligations hereunder and thereunder, and, upon execution and delivery by such Purchaser in accordance with the terms hereofCompany, will this Agreement and the Transaction Documents to which it is a party shall constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its their respective terms, except (i) as that such enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws now or hereafter in effect relating to the availability creditors’ rights and general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (be) Own AccountIt has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement and the Transaction Documents to which it is a party, and is able to bear the economic risk of such investment for an indefinite period of time. Such Purchaser understands that It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the Transaction Documents to which it is a party and the purchase of the Securities are "restricted securities" and have not been registered contemplated hereby. It is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or any applicable state securities law and Act. (f) Such Purchaser is acquiring not purchasing the Securities as principal for its own account and not with a view to result of any advertisement, article, notice or for distributing other communication regarding the Securities published in any newspaper, magazine or reselling such Securities similar media or broadcast over television or radio or presented at any seminar or any part thereof in violation other general advertisement. (g) It understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesan investment therein.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and in good standing "accredited investor" within the meaning of Rule 501 under the laws Securities Act and was not organized for the specific purpose of acquiring the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.Preferred Shares; (b) Own Account. Such Purchaser it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) it has had an opportunity to discuss the Company's proposed business, management and financial affairs with the Company's management; (d) the Preferred Shares being purchased by 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; (e) it understands that (i) the Securities are "restricted securities" Preferred Shares and the Conversion Shares have not been registered under the Securities Act or any applicable state securities law and is acquiring by reason of their issuance in a transaction exempt from the Securities 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 registration requirements of the Securities Act pursuant to Section 4(2) thereof or any applicable state securities lawRule 505 or 506 promulgated under the Securities Act, has no present intention of distributing any of such Securities in violation of (ii) the Preferred Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Preferred Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; and (f) if it sells any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right Conversion Shares pursuant to sell Rule 144A promulgated under the Securities pursuant Act, it will take all necessary steps in order to perfect the Registration Statement or otherwise in compliance with applicable federal and state securities lawsexemption from registration provided thereby, including (i) in violation obtaining on behalf of the Securities Act or any applicable state securities law. Such Purchaser Company information to enable the Company to establish a reasonable belief that the purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with any Person respect to distribute any of the Securitiessuch resale.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance purchase by such Purchaser of the transactions contemplated by this Agreement have Securities hereunder has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (b) Own AccountInvestment Intent. Such Purchaser understands and acknowledges that none of the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and Act. Such Purchaser is acquiring the Securities 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 thereof, without prejudice, however, to such Purchaser's right, subject to the provisions of this 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 any applicable state securities law, has no present intention of distributing any of under an exemption from such Securities in violation of the Securities Act or any applicable state securities law registration and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation . Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold Securities for any period of the Securities Act or any applicable state securities lawtime. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Date each date that any Notes are issued to the Company as followssuch Purchaser, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaserformation. Each Transaction Credit Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other laws similar laws, statutes or rules of general application affecting the enforcement of creditors' creditor’s rights generally, (ii) as limited by laws relating to the availability or general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (b) Own Account. Such Each of the Notes to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (c) Such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (d) Such Purchaser has had an opportunity to receive, review and understand all information related to the Borrower requested by it and to ask questions of and receive answers from the Borrower regarding the Borrower, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges receipt of copies of the Borrower’s filings with the SEC. Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Credit Documents. (e) Such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the 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 or any applicable state securities lawonly in certain limited circumstances. Such Purchaser 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 Notes. (f) Such Purchaser is acquiring an “accredited investor” in Regulation D promulgated under the Securities hereunder 0000 Xxx. (g) Such Purchaser did not learn of the investment in the ordinary course Loan Securities as a result of its business. Such Purchaser does not have any agreement general solicitation or understanding, directly or indirectly, with any Person to distribute any of the Securitiesgeneral advertising.

Representations and Warranties of the Purchasers. Each Purchaser herebyThe Purchasers hereby jointly and severally represent and warrant to MSDC that the following representations are true, for itself correct and for no other Purchaser, represents and warrants complete as of the date hereof and shall be as of the Closing Date to as if restated in their entirety as of the Company as followsClosing: (a) Organization; Authority. Such Purchaser is an entity The Purchasers are corporations duly organized, organized and validly existing and in good standing under the laws of their respective jurisdictions of incorporation. (b) The Purchasers have the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderthis Agreement. The execution, delivery and performance by such Purchaser of the transactions contemplated by this This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly and validly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofPurchasers and, will constitute assuming due execution and delivery by MSDC, constitutes the Purchasers’ legal, valid and legally binding obligation of such Purchaserobligation, enforceable against it in accordance with its terms, except (i) as limited by subject to bankruptcy, insolvency, reorganization and other similar laws affecting creditors’ rights generally, general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws the discretion of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other courts in granting equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bc) Own Account. Such Purchaser understands The Purchasers are not subject to any prior agreements, covenants or other restrictions that would prevent the Securities are "restricted securities" Purchasers from entering into or performing fully under this Agreement, and have not been registered under the Securities Act or any applicable state securities law execution of this Agreement and is acquiring the Securities 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 consummation of the Securities Act transactions contemplated hereby do not violate 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 conflict with any other persons regarding agreement or law to which the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement Purchasers are a party or otherwise subject. The Purchasers are not required to make any filing with, or procure any consent or approval from, any governmental or regulatory agency, or third party in compliance with applicable federal and state securities lawsorder to consummate the transaction contemplated hereby, including without limitation, the Closing. For the avoidance of doubt, the provisions contained in this Section 6(c) in violation shall not apply to any filing obligations of the Securities Act Purchasers post-Closing. (d) Neither the Purchasers, nor any of the Purchasers’ officers, directors, employees, or partners, has retained, consented to, or authorized any applicable state securities law. Such Purchaser is acquiring broker, investment banker, or third party to act on behalf of the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingPurchasers, directly or indirectly, as a broker or finder in connection with the transactions contemplated by this Agreement. (e) No involuntary bankruptcy or similar proceeding has been filed or commenced against the Purchasers and the Purchasers have not filed a petition or request for reorganization or protection or relief under the bankruptcy laws of Taiwan, ROC or the British Virgin Islands, made any Person general assignment for the benefit of creditors, or consented to distribute any the appointment of a receiver or trustee, including a custodian under the Securitiesbankruptcy laws of Taiwan, ROC or the British Virgin Islands, whether such receiver or trustee is appointed in a voluntary or involuntary proceeding. (f) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 6, THE PURCHASERS DISCLAIM THE MAKING OF ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING APWC OR THE PURCHASED SHARES, INCLUDING THE PAST AND FUTURE PERFORMANCE OR FINANCIAL RESULTS OF APWC. MSDC IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS, OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 6 OF THIS AGREEMENT, MADE BY THE PURCHASERS OR ANYONE ACTING OR CLAIMING TO ACT ON THE PURCHASERS’ BEHALF CONCERNING THE PURCHASED SHARES OR THE COMPANY. MSDC FURTHER ACKNOWLEDGES THAT IT HAS NOT RECEIVED FROM THE PURCHASERS ANY ACCOUNTING, TAX, LEGAL OR OTHER ADVICE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IS RELYING SOLELY UPON THE ADVICE OF ITS OWN ACCOUNTING, TAX, LEGAL AND OTHER ADVISORS.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, The Purchasers represents and warrants as of the date hereof and as of the Closing Date to the Company Sellers as follows: (a) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with full right, corporate or partnership and has all requisite power and authority to enter into own, lease and operate its properties and to consummate carry on its business as now being conducted. (b) Each Purchaser has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (subject, in the transactions contemplated by case of the Transaction Documents and otherwise obligation to carry out its obligations hereunder and thereunderthe Transaction, to the entry of the Sale Order). The execution, delivery and performance by such each Purchaser of the transactions contemplated by this Agreement and the consummation of the Transaction have been duly and validly authorized by all necessary requisite corporate or similar action on the part of such each Purchaser, and no other corporate proceeding on the part of either Purchaser is necessary to authorize this Agreement and to consummate the Transaction. Each Transaction Document to which it is a party This Agreement has been duly and validly executed and delivered by such each Purchaser and (assuming the due authorization, execution and delivery by all parties hereto and thereto other than the Purchasers) constitutes (or will constitute) valid and binding obligations of each Purchaser, enforceable against each Purchaser in accordance with its terms (subject, in the case of the obligation to carry out the Transaction, to the entry of the Sale Order). (c) The execution, delivery and when delivered performance by each Purchaser of this Agreement does not, and the consummation by each Purchaser of the Transaction will not require any Purchaser to make any filing with or give notice to, or obtain any Consent from, any Governmental Authority, other than the Sale Order and, if required, any clearance under the HSR Act. (d) No Purchaser has incurred any Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction that would be payable by any Spheris Entity (a “Purchaser Broker Fee”). (e) Each Purchaser acknowledges and affirms that it has completed its own independent investigation, analysis and evaluation of the Purchased Assets and Spheris India, that it has made all such reviews and inspections of the Purchased Assets and Spheris India as it deems necessary and appropriate, and that in making its decision to enter into this Agreement and consummate the Transaction, it has relied on its own investigation, analysis, and evaluation with respect to all matters without reliance upon any express or implied representations or warranties except as expressly set forth in this Agreement. (f) Each Purchaser will have, at the Closing, the resources and capabilities (financial or otherwise) to perform its obligations hereunder, including, in the case of Medquist, sufficient funds available to pay the Purchaser Termination Fee in accordance with the terms hereofof this Agreement. Medquist has not incurred any obligation, will constitute the valid commitment, restriction or liability of any kind that would materially impair Medquist’s ability to satisfy its payment and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Accountfunding obligations under this Agreement. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation As of the Securities Act or any applicable state securities lawdate of this Agreement, Medquist has no present intention of distributing any of such Securities in violation of sufficient funds available to pay the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesTermination Fee.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby make the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSeller: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers are required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 Each Purchaser is, and will constitute be at the valid time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchaser has the authority and are duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchaser is able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of such Securities in violation of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the Securities Act following or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (this representation and warranty not limiting such Purchaser's right I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Securities pursuant Acquired Shares was directly communicated to the Registration Statement Purchasers by the Company. At no time were the Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in compliance connection and concurrently with applicable federal such communicated offer. 3.3.7 Such Purchasers represent that the foregoing representations and state securities laws) in violation warranties are true and correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring date hereof and, unless such Purchasers otherwise notify the Securities hereunder in Company prior to the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Closing Date shall be true and correct as of the SecuritiesClosing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) : Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, limited liability company, partnership or similar action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its businessDistribution. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesShares, Warrants or Warrant Shares. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself hereby makes the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsCompany: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing and in good standing under has the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents hereby and otherwise to carry out its obligations hereunder and thereunderhereunder. The executionNo consent, delivery approval or agreement of any individual or entity is required to be obtained by the Purchaser in connection with the execution and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized or the execution and performance by all necessary corporate the Purchaser of any agreements, instruments or similar action on the part of such Purchaser. Each Transaction Document to which it is a party other obligations entered into in connection with this Agreement. (b) This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the Purchaser. This Agreement constitutes a valid and legally binding obligation of such Purchaser, the Purchaser enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication. (bc) Own AccountThe Purchaser is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Purchaser is able to bear the economic risk of an investment in the Securities. (d) The Purchaser represents that its Securities are being acquired for its own account, for investment and not with a view to the distribution or resale thereof. Such The Purchaser understands that the such Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law or “blue sky” laws by reason of their issuance in a transaction exempt from the registration requirements thereunder and may not be resold unless a subsequent disposition thereof is acquiring the Securities as principal for its own account and not with a view to registered thereunder or for distributing or reselling such Securities or any part thereof in violation is exempt from registration thereunder. As evidence of the Securities Act restriction on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the Securities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.” The Company may give appropriate stop-transfer instructions to 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of transfer agent for the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full the requisite right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawlaws, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law laws and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 lawlaws. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, MAG represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser and MAG understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser and MAG agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ("TRANSFERRED") IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. IN THE ABSENCE OF SUCH REGISTRATION, SUCH SHARES MAY NOT BE TRANSFERRED UNLESS, IF THE COMPANY REQUESTS, THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Series A Stock, the Warrants, the Conversion Shares and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Series A Stock, the Warrants, the Conversion Shares or the Warrant Shares. (c) Each Purchaser and MAG is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any applicable state securities law. Such other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is acquiring able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities hereunder to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the ordinary course purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser and MAG represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, controlling persons or understandingshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("THIRD PARTY REPORTS"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Agreement Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. formation. (b) Each Transaction Note Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief applicable equitable principles (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Note Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes and Conversion Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing the Notes or Conversion Shares in violation of applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time and such Purchaser reserves the right to dispose of the Securities at any time in accordance with any Person or pursuant to distribute any a registration statement or an exemption under the Securities Act. Notwithstanding anything herein to the contrary, the Purchasers may not sell, dispose of or transfer the Notes, except as provided in Section 7.5 and in accordance with the terms of the Notes. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower and 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. (g) Such Purchaser understands that the 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 and Parent relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (h) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (i) Such Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. (j) Such Purchaser confirms that it is not relying on any statement (written or oral), representation or warranty made by, or on behalf of, Parent or Note Parties or any of their respective affiliates or agents as investment, tax or other advice or as a recommendation to purchase the Notes. Neither Parent nor the Note Parties nor any of their respective affiliates or agents is acting or has acted as an advisor to such Purchaser in deciding whether to purchase the Notes. (k) In deciding to purchase the Notes, such Purchaser is not relying on the advice or recommendations of Parent or the Note Parties, or their respective affiliates or agents, and has made its own independent decision that the terms of the Notes are suitable and appropriate for it. (l) Such Purchaser is familiar with the business and financial condition and operations of Parent and the Note Parties and has had the opportunity to conduct its own investigation of Parent and the Note Parties. Such Purchaser has had access to and reviewed the SEC Reports and such other information concerning Parent and the Note Parties it deems necessary to enable it to make an informed investment decision concerning the Notes. Such Purchaser has been offered the opportunity to ask questions of Parent and the Note Parties and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the Notes. (m) Such Purchaser acknowledges that the terms of the Notes have been mutually negotiated between Parent and the Note Parties. Such Purchaser was given a meaningful opportunity to negotiate the terms of the Notes. Such Purchaser had a sufficient amount of time to consider whether to purchase the Notes, and none of Parent or the Note Parties, or any of their respective affiliates or agents, has placed any pressure on such Purchaser to respond to the opportunity to purchase the Notes. (n) Each Purchaser represents that it is not an Affiliate (as defined in the Revolving Credit Facility) for purposes of the Revolving Credit Facility.

Representations and Warranties of the Purchasers. Each Save where a statement is explicitly represented and warranted by a specific Purchaser herebyor Purchasers only, for itself and for no other Purchaser, each Purchaser hereby severally but not jointly represents and warrants as of the date hereof and as of the Closing Date to the Company as of the applicable Closing Date as follows: (a) Organization; Authority. Such 5.1 The Purchaser is an a legal entity duly organized, organized and validly existing and in good standing under the laws of its place of incorporation and has full power, authority and capacity to execute and deliver this Agreement, to subscribe for and purchase the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into Notes and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its other obligations hereunder and thereunderunder this Agreement. The execution, delivery and performance by such Purchaser of is authorized to pay all amounts it has committed to pay to the transactions contemplated by this Company hereunder. This Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party . 5.2 This Agreement has been duly executed by such the Purchaser. The Purchaser’s subscription for the Notes and its execution and delivery of this Agreement is and, and when delivered upon acceptance of this Agreement by such Purchaser in accordance with the terms hereofCompany, will constitute the shall be, its legal, valid and legally binding obligation of such Purchaserobligations, enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and under applicable bankruptcy, insolvency, reorganization, moratorium and other laws or similar law of general application applicability relating to or affecting enforcement creditors’ rights and to general equitable principles. 5.3 The execution and performance by the Purchaser of creditors' rights generallyits obligations under this Agreement do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which it is a party or by which it is bound, (ii) as limited by laws relating to violate any of the availability terms or provisions of specific performance, injunctive relief its organizational documents or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act violate any Authorization, judgment, decree or order or any statute, law, rule, regulation or requirement applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof it, except, in violation each case of the Securities Act foregoing clause (i) or any applicable state securities law(iii) where the conflict, has no present intention of distributing any of such Securities in breach, default, violation or failure to obtain consent would not reasonably be expected to prevent, impair or materially delay the ability of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding Purchaser to consummate the distribution of such Securities (transactions contemplated by this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesAgreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants warrants, as of the date hereof and as of the Closing Date to the Company himself, herself, or itself only, as follows: (a) Organization; Authority. : Such Purchaser is an entity duly organized, validly existing and "accredited investor" as defined in good standing Rule 501(a) promulgated under the laws Securities Act and has such knowledge and experience in financial and business matters that he, she, or it is capable of evaluating the jurisdiction merits and risks of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by under this Agreement. Such Purchaser's financial condition is such that he, she, or it is able to bear all economic risks of investment in the Transaction Documents Purchased Shares and otherwise to carry out other Acquired Securities, including a complete loss of his, her, or its obligations hereunder and thereunderinvestments therein. The execution, delivery and performance by Company has provided such Purchaser with adequate access to financial and other information concerning the Company as requested and such Purchaser has had the opportunity to ask questions of and receive answers from the Company concerning the transactions contemplated by this Agreement have and to obtain therefrom any additional information necessary to make an informed decision regarding an investment in the Company. Such Purchaser is acquiring the Purchased Shares and other Acquired Securities solely for investment purposes, with no present intention of distributing or reselling any of the Purchased Shares and other Acquired Securities or any interest therein. Such Purchaser is aware that the Purchased Shares and other Acquired Securities will not be registered under the Securities Act (other than as provided in Section 5.20, below), and that neither the Purchased Shares and other Acquired Securities nor any interest therein may be sold, pledged, or otherwise transferred unless the Purchased Shares or other Acquired Securities are registered under the Securities Act or qualify for an exemption under the Securities Act. Such Purchaser, if not an individual, represents that this Agreement has been duly authorized by all necessary corporate or similar partnership action on the part of such Purchaserits part. Each Transaction Document to which it is a party This Agreement has been duly validly executed by such Purchaser, such Purchaser has all necessary corporate, partnership or other similar power and when delivered by authority to enter into this Agreement and this Agreement is such Purchaser's legal, valid, and binding obligation, enforceable against such Purchaser in accordance with the terms hereofits terms. The execution, delivery and performance of this Agreement by such Purchaser, if not an individual, will constitute not conflict with or violate the valid and legally binding obligation partnership agreement or other organizational or governing documents of such Purchaser, enforceable against it in accordance with its terms, except (i) . The principal place of business of each Purchaser is as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to set forth on the availability of specific performance, injunctive relief signature pages hereto below or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting besides such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesname.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Agreements have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only 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 lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, MAG represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser’s right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser and MAG understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser and MAG agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Series B Stock, the Warrants, the Conversion Shares and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, the Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Series B Stock, the Warrants, the Conversion Shares or the Warrant Shares. (c) Each Purchaser and MAG is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any applicable state securities law. Such other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is acquiring able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Purchaser represents and warrants to the Company that (i) the purchase of the Securities hereunder to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity; (ii) the ordinary course purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser and MAG represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, controlling persons or understandingshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and the Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. (b) The Purchaser is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (c) The Purchaser is purchasing the Notes and Warrants for the Purchaser’s own account, for investment purposes only and not with a present intention of entering into or making any subsequent sale, assignment, conveyance, pledge, hypothecation or other transfer thereof. (d) The Purchaser has no need for liquidity in the Purchaser’s investment in the Notes and Warrants and understands that there are restrictions on the subsequent resale or other transfer of the Notes or Warrants. (e) The Purchaser is familiar with the business in which the Company is engaged, and based upon their knowledge and experience in financial and business matters, they are is familiar with the investments of the type that they are undertaking to purchase; they are fully aware of the problems and risks involved in making an investment of this type; and they are capable of evaluating the merits and risks of this investment. (f) The Purchaser acknowledges that, prior to executing this Agreement, he or she has had the opportunity to ask questions of, and receive satisfactory answers from, representatives of the Company, about the Company and the Notes and Warrants and Underlying Shares and any additional information deemed necessary by the Purchaser to verify the accuracy and adequacy of any written information provided to the Purchaser by the Company. Each Transaction Document to which it is a party has been duly executed by such PurchaserSuch Purchaser further acknowledges the availability of the Company’s SEC reports, specifically include the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. (g) The Purchaser understands that the Notes and Warrants, and when delivered issued the Underlying Shares, purchased by the Purchaser are deemed “restricted securities” as such Purchaser term is defined in accordance with Rule 144 promulgated under the terms hereofSecurities Act (“Rule 144”), will constitute and they may not be sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by a holder thereof except pursuant to Rule 144, pursuant to an effective Registration Statement registering the valid and legally Notes, Warrants and/or Underlying Shares under the Securities Act or pursuant to any other available exemption from the registration requirements of the Securities Act then in effect. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Notes, Warrants and/or Underlying Shares: NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SAID ACT OR LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED THEREUNDER. (h) This Agreement constitutes a binding obligation of such Purchaser, the Purchaser enforceable against it it, him or her in accordance with its terms, except (i) as limited by general equitable principles and subject to applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium and other similar laws of general application affecting enforcement of creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bi) Own AccountNo state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required with respect to the Purchaser in order for the Purchaser to enter into this Agreement or purchase the Notes, Warrants and/or Underlying Shares. (j) Such Purchaser is not purchasing the Notes and Warrants as a result of any advertisement, article, notice or other communication regarding the Notes, Warrants, Underlying Shares or any other securities of the Company published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Such Purchaser has a pre-existing relationship with the Company. (k) Each Purchaser understands that nothing in the Securities are "restricted securities" and have not been registered under the Securities Act Company’s SEC filings, this Agreement, or any applicable state securities law other materials presented to the Purchaser in connection with the purchase and is acquiring the Securities 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 sale of the Securities Act Notes and Warrants constitutes legal, tax or any applicable state securities lawinvestment advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has no present intention deemed necessary or appropriate in connection with its purchase of distributing Notes and Warrants. (l) Other than consummating the transactions contemplated hereunder, each Purchaser has not, nor has any person acting on behalf of such Securities in violation of the Securities Act or pursuant to any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with indirectly executed any Person to distribute any purchases or sales of the Securitiessecurities of the Company during the period commencing as of the time that such Purchaser first received information regarding the transaction contemplated in this Agreement (written or oral) from the Company or any other person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other persons party to this Agreement, each Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). (m) Each Purchaser acknowledges that certain statements included in this investor presentation provided in connection with this Agreement are “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. Each Purchaser acknowledges that the Company has based these statements on its expectations about future events, but such statements and projections are subject to numerous known and unknown risks and uncertainties. Each Purchaser acknowledges that the Company cannot assure the Purchasers that these expectations will be achieved and that the Company's actual results may differ materially from what it currently expects. Each Purchaser further acknowledges that the comparisons provided of market capitalization value and other sector information is provided for reference only and the Company cannot assure the Purchasers that similar results will be obtained by the Company.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: that the Securities to be acquired by it hereunder (aincluding the Conversion Shares that it may acquire upon conversion thereof) Organization; Authority. Such Purchaser is an entity duly organized, validly existing are being acquired for its own account for investment and with no present intention of distributing or reselling such Securities (including the Conversion Shares that it may acquire upon conversion thereof) or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser’s right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by Conversion Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawregistration. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" and Conversion Shares have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares that it may acquire upon conversion thereof): The legend set forth above may be removed if and not when the Securities or Conversion Shares are disposed of pursuant to an effective registration statement under the Securities Act or, in the opinion of counsel to the Company experienced in the area of United States Federal securities laws, such legends are no longer required under applicable requirements of the Securities Act. The Company agrees that it will provide each Purchaser, upon request, with a view substitute certificate, not bearing such legend at such time as such legend is no longer applicable. (c) Each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. None of the Purchasers learned of the opportunity to or for distributing or reselling such acquire Securities or any part thereof other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in violation business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that the purchase of the Securities Act to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or any applicable state securities lawon its behalf and constitutes the valid and legally binding obligation of the Purchaser, has no present intention enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of distributing general applicability relating to or affecting creditors’ rights generally and to general principles of equity. (f) Each Purchaser represents and warrants to the Company that neither it nor any of such Securities in violation of the Securities Act its directors, officers, employees, agents, partners, members, or any applicable state securities law and controlling persons has no arrangement taken, or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingwill take, directly or indirectly, with any Person actions designed, or that might reasonably be expected to distribute any cause or result in, the destabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the SEC Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; and (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the SEC Documents and such other information as may have been provided to it or its representatives by the Company in response to its inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the SEC Documents is subject to risks and uncertainties, including those risks and uncertainties set forth in the SEC Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance. Each Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Securities or Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose. (k) None of the Purchasers is a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker-dealer”) or is affiliated with a registered broker-dealer.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser Purchaser, if applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization. Such Purchaser has the full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountExperience of such Purchaser. Such Purchaser understands that Purchaser, alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the Securities are "restricted securities" merits and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation risks of the Securities Act or any applicable state securities lawprospective investment in the Securities, and has no present intention of distributing any so evaluated the merits and risks 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 lawinvestment. Such Purchaser is acquiring able to bear the economic risk of an investment in the Securities hereunder and, at the present time, is able to afford a complete loss of such investment. (c) Residence. If such Purchaser is an individual, then such Purchaser resides in the ordinary course state or province identified in the address of such Purchaser set forth on the signature page hereto; if such Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of such Purchaser in which its business. Such investment decision was made is located at the address or addresses of such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of set forth on the Securitiessignature page hereto.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing 5.1 This Agreement and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action and validly authorized, executed and delivered on the part behalf of such Purchaser. Each Transaction Document to which it is a party has been duly executed by Purchaser and are valid and binding agreements of such Purchaser, and when delivered by Purchaser enforceable against such Purchaser in accordance with the their terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar laws affecting creditors’ and other laws contracting parties’ rights generally and except as enforceability may be subject to general principles of general application affecting equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as Purchaser’s indemnification and contribution provisions obligations set forth in the Registration Rights Agreement may be limited by applicable lawfederal or state securities laws or the public policy underlying such laws. 5.2 The Purchaser represents and warrants to, and covenants with, the Company that: (bi) Own Account. Such the Purchaser understands is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the Securities are "restricted securities" purchase of the Notes, including investments in securities issued by KiOR and have not been registered under comparable entities, and has had the Securities Act or any applicable state securities law opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Notes; (ii) the Purchaser is acquiring the Securities as principal Notes set forth in Article 1 above in the ordinary course of its business and for its own account for investment only 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 law, has no present intention of distributing any of such Securities in violation of the Securities Act Notes or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities Notes; (iii) the Purchaser has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Notes; (iv) the Purchaser has had an opportunity to discuss this representation investment with representatives of KiOR and warranty not limiting such Purchaser's right to sell ask questions of them; (v) the Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities pursuant to Act; and (vi) 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingwill not, directly or indirectly, with offer, sell, pledge, transfer or otherwise dispose of (or solicit any Person offers to distribute buy, purchase or otherwise acquire to take a pledge of) any of the SecuritiesNotes except in compliance with the Securities Act, the Rules and Regulations, and applicable state securities laws. 5.3 The Purchaser understands that the Notes are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Notes. 5.4 The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Notes. 5.5 The Purchaser’s principal executive offices are at the address set forth below the Purchaser’s name on the Schedule of Purchasers. 5.6 If the Purchaser is not a U.S. person (as defined in Securities Act Rule 902(k)), he, she or it also represents and warrants as follows: (A) Such Purchaser is not a U.S. person and is not acquiring the Notes for the account or benefit of any U.S. person. (B) Such Purchaser will not offer or sell the Notes to a U.S. person or to for the account or benefit of a U.S. person prior to the expiration of the six-month period after the date on which such Purchaser purchased such Notes. (C) Such Purchaser understands and acknowledges that the Notes have not been registered under the Securities Act and are being offered and transferred in reliance upon the exemptions provided in Regulation S of the Securities Act and the rules and regulations adopted thereunder. Accordingly, the Notes may not be offered or sold in the U.S. or to U.S. persons unless the securities are registered under the Securities Act, or an exemption for the regulation requirements is available. Furthermore, hedging transactions involving the Notes may not be conducted unless in compliance with the Securities Act. (D) Such Purchaser acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, the Company shall, and shall instruct its transfer agent to, refuse to register any transfer of Securities Act that is not made in accordance with the provisions of Regulation S, pursuant to registration under Securities Act or pursuant to an available exemption from registration required under the Securities Act.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such If such Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full rightthe requisite corporate, corporate partnership, limited liability company or partnership other similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. If such Purchaser is a natural person, such Purchaser has the legal capacity to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery and performance of each of the Transaction Documents to which it is a party by such Purchaser and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar action other applicable like action, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and is, or when delivered by such Purchaser in accordance with the terms hereof, will constitute the legal, valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; AuthoritySuch Purchaser has received the Prospectus relating to the Securities and the Prospectus Supplement dated the date hereof. Such Purchaser is an entity duly organized, validly existing acknowledges that such Purchaser has received certain additional information regarding the Company’s offering of the Shares and in good standing Warrants under the laws Registration Statement, including pricing information (the “Offering Information”). Such Offering Information may be provided to the Purchaser by any means permitted under the Securities Act, including through a prospectus supplement, a free writing prospectus or oral communications. The foregoing, however, does not limit or modify the representations and warranties of the jurisdiction Company in Section 3.1 of its organization with this Agreement or the right of such Purchaser to rely thereon. (b) Such Purchaser has full right, corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated by hereby and has taken all necessary action to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement, and this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is constitutes a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, Purchaser enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bc) Own Account. Such Purchaser understands that nothing in the Securities are "restricted securities" Registration Statement, the Prospectus, the Prospectus Supplement, the Offering Information and have not been registered under the Securities Act any amendments or supplements thereto, this Agreement or any applicable state securities law other materials presented to such Purchaser in connection with the purchase and is acquiring the Securities 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 sale of the Securities Act Shares and Warrants constitutes legal, tax 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 lawinvestment advice. Such Purchaser is acquiring the Securities hereunder has consulted such legal, tax and investment advisors as it, in the ordinary course of its business. Such Purchaser does not have any agreement sole discretion, has deemed necessary or understanding, directly or indirectly, appropriate in connection with any Person to distribute any its purchase of the SecuritiesShares and Warrants.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants warrants, or acknowledges, as applicable, as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is (a) an entity duly organized, validly existing and in good standing “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Securities Act; (b) Own Account. Such Purchaser understands aware that the Securities are "restricted securities" and have not been registered sale of the Notes to it is being made in reliance on a private placement exemption from registration under the Securities Act or any applicable state securities law Act; and is (c) acquiring the Securities as principal for its own account and not with a view to towards, or for distributing resale in connection with, the public sale or reselling such Securities or any part distribution thereof in violation a manner that would violate the Securities Act; provided, however, that by making such representations herein, such Purchaser does not agree to hold any of the Securities Act for any minimum or any applicable state securities law, has no present intention of distributing any of such Securities in violation other specific term and reserves the right to dispose of the Securities Act at any time in accordance with or any applicable state securities law and has no arrangement pursuant to a registration statement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell an exemption under the Securities pursuant to Act. (b) Such Purchaser understands and agrees that the Registration Statement or otherwise Securities are being offered in compliance with applicable federal and state securities laws) in violation a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and will not be registered under the Securities Act and that such Notes may be offered, resold, pledged or otherwise transferred only (a) pursuant to an exemption from registration under the Securities Act, including the exemption provided by Rule 144 thereunder (if available), (b) pursuant to an effective registration statement under the Securities Act (which the Purchasers acknowledge the Issuers have no obligation to furnish), or (c) to the Issuers or one of their respective Subsidiaries, in each of cases (a) through (c) above in accordance with any applicable state securities law. laws of any State of the United States, and that it will notify any subsequent Purchasers of Securities from it of the resale restrictions referred to above, as applicable. (c) Such Purchaser (a) is acquiring able to fend for itself in the transactions contemplated by this Agreement, (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities hereunder in and (c) has the ordinary course ability to bear the economic risks of its business. prospective investment and can afford the complete loss of such investment. (d) Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any acknowledges that (a) it has conducted its own investigation of the Issuers and the terms of the Securities, (b) it has had access to such financial and other information as it deems necessary to make its decision to purchase the Securities and that the information provided is the only information provided by the Issuers and (c) it has been offered the opportunity to ask questions of the Issuer and received answers thereto, as it deemed necessary in connection with the decision to purchase the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Issuers under this Agreement or the right of the Purchasers to rely in good faith thereon. (e) The Purchasers understand that the Issuers and their counsel will rely upon the truth and accuracy of the foregoing representations and acknowledgements.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities Shares are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities Shares or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law Shares and has no arrangement or understanding with any other persons regarding the distribution of such Securities Shares (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities Shares hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesShares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and in good standing "accredited investor" within the meaning of Rule 501 under the laws Securities Act and was not organized for the specific purpose of acquiring the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.Preferred Shares; (b) Own Account. Such Purchaser it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (d) the Preferred Shares being purchased by 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; (e) it understands that (i) the Securities are "restricted securities" Preferred Shares and the Conversion Shares have not been registered under the Securities Act or any applicable state securities law and is acquiring by reason of their issuance in a transaction exempt from the Securities 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 registration requirements of the Securities Act pursuant to Section 4(2) thereof or any applicable state securities lawRule 505 or 506 promulgated under the Securities Act, has no present intention of distributing any of such Securities in violation of (ii) the Preferred Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Preferred Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; and (f) if it sells any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right Conversion Shares pursuant to sell Rule 144A promulgated under the Securities pursuant Act, it will take all necessary steps in order to perfect the Registration Statement or otherwise in compliance with applicable federal and state securities lawsexemption from registration provided thereby, including (i) in violation obtaining on behalf of the Securities Act or any applicable state securities law. Such Purchaser Company information to enable the Company to establish a reasonable belief that the purchaser is acquiring a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale. (g) it is an "institutional investor" within the Securities hereunder in the ordinary course meaning of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Section 4C of the SecuritiesIllinois Securities Law of 1953, as amended.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof to, and as of the Closing Date to covenants and agrees with, the Company as follows, it being acknowledged and agreed by each such Purchaser that the Company is relying upon such representations and warranties and covenants for the purpose of making and undertaking the representations, warranties and covenants set forth in Section 3.1 and Article V of this Agreement and in the issuance and sale of the Notes hereunder: (a) Organization; Authority. Such Purchaser is an entity duly organizedThe Note and Warrants to be acquired by it pursuant to the Offering Documents (i) are being acquired for its own account and with no intention of distributing or reselling such Note or Warrants or any part thereof (except in compliance with the Act and the Offering Documents) and (ii) have not been, validly existing and in good standing will not be, registered under the laws Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such PurchaserAct, and when delivered by each Purchaser acknowledges that the Note and Warrants may not be sold, transferred, pledged or hypothecated unless such Purchaser sale, transfer, pledge or hypothecation is pursuant to an effective registration statement covering such Note and Warrants and filed in accordance with the terms hereofAct or is exempt from such registration in the opinion of counsel reasonably acceptable to the Company. (b) That it is an "accredited investor" as defined in Rule 501(a) under the Act (c) That (i) it is authorized, will constitute and has all requisite power and authority, to execute and deliver this Agreement and perform the obligations and duties created hereby; (ii) this Agreement has been duly and validly executed by it and constitutes its valid and legally binding obligation of such Purchaserobligation, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and ; (iii) insofar as indemnification the purchase of the Note and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have Warrants does not been registered under the Securities Act violate its charter, by-laws, partnership agreement, agreement of trust or similar document or any applicable state securities law or regulation to which it is subject; (iv) it has had a full opportunity to request from the Company and is acquiring to review and has received all information which it deems relevant in making a decision to purchase the Securities as principal for Notes and Warrants being purchased or to be purchased by it hereunder and the Conversion Shares, (v) it will comply with the restrictions on transferability of the Warrants and the Conversion Shares contained in the Securityholders' Agreement, (vi) it has the experience in making investments to make its own account investment decision, (vii) it is able to withstand the total loss of its investment in the Company and not (viii) it acknowledges that it has made its investment decision with a view respect to or for distributing or reselling such Securities or any part thereof in violation all of the Securities Act or Notes being purchased and to be purchased by it hereunder and further acknowledges that it is not entitled to any applicable state securities law, has no present intention of distributing any of such Securities further disclosure in violation of connection with the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such PurchaserCompany's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesrequiring Advances hereunder.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, represents for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: that (ai) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and accredited investor as defined in good standing Regulation D under the laws Securities Act, and (ii) by reason of its business and financial experience, and the business and financial experience of those persons, if any, retained by it to advise it with respect to its investment in the Securities, such Purchaser together with such advisers have such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the jurisdiction prospective investment, and that it is purchasing the Securities for its own account or for one or more separate accounts maintained by it or for the account of its organization with full right, corporate one or partnership power and more institutional investors on whose behalf such Purchaser has authority to enter into make this representation for investment and not with a view to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser distribution thereof or with any present intention of distributing or selling any of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate Securities except in compliance with the Securities Act and except to one or similar action on more such institutional investors, provided that the part disposition of such Purchaser's or such investor's property shall at all times be within its control. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands and agrees that the Company's offer and sale of the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities may be resold only if registered pursuant to the Registration Statement provisions thereunder or otherwise in compliance with applicable federal and state securities lawsif an exemption from registration is available. (b) in violation Each Purchaser which is an insurance company represents, to the knowledge of such Purchaser, that no part of the Securities Act or any applicable state securities law. Such Purchaser is acquiring funds to be used by it to purchase the Securities hereunder to be purchased by such Purchaser constitutes assets allocated to any separate account maintained by such Purchaser that contains the assets of any Benefit Plan listed on Schedule 5.7 (or its related trust). Each Purchaser which is not an insurance company or an "investment company" (as defined in the ordinary course Investment Company Act of its business. Such Purchaser does not have any agreement or understanding1940, directly or indirectlyas amended) also represents, with any Person to distribute any the knowledge of such Purchaser, that no part of the Securitiesfunds to be used to purchase the Securities to be purchased by such Purchaser constitutes assets allocated to any trust or other entity which contains the assets of any Benefit Plan listed on Schedule 5.7. The representations made in the preceding sentences are made solely in reliance upon, and subject to, the accuracy of the Company's representations contained in Section 5.7 of this Agreement and the list of Benefit Plans shown on Schedule 5.7. As used in this section, the term "separate account" shall have the meaning assigned to it in Section 3(17) of ERISA.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority3.1 He is acquiring the Placement Warrants, and will acquire the Warrant Shares, for his own account, for investment purposes only. 3.2 He understands that an investment in the Placement Warrants and Warrant Shares involves a high degree of risk, and he has the financial ability to bear the economic risk of this investment in the Placement Warrants and Warrant Shares, including a complete loss of such investment. Such Purchaser He has adequate means for providing for his current financial needs and has no need for liquidity with respect to this investment. 3.3 He has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Placement Warrants and Warrant Shares and in protecting his own interest in connection with this transaction. 3.4 He understands that the Placement Warrants have not been, and the Warrant Shares will not be, registered under the Securities Act, or under any state securities laws. He is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Placement Warrants and Warrant Shares may result in his being required to hold the Placement Warrants and Warrant Shares for an indefinite period of time. 3.5 He is an entity duly organized, validly existing and in good standing “accredited investor” within the meaning of Regulation D under the laws Securities Act. 3.6 He agrees not to Transfer any of the jurisdiction Placement Warrants or the Warrant Shares except in accordance with Section 1 hereof and pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of its organization counsel to the Company any Transfer of the Placement Warrants or Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. 3.7 He has the full right, corporate or partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it him in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view otherwise transferred except (a) pursuant to or for distributing or reselling such Securities or any part thereof in violation of an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or any applicable state securities law, has no present intention of distributing any of such Securities in violation of pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or any applicable state securities law exercise thereof, as the case may be): The shares of stock evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and has no arrangement may not be offered, sold, pledged or understanding with any other persons regarding otherwise transferred ("transferred") in the distribution absence of such Securities (this representation registration or an applicable exemption therefrom. In the absence of such registration, such shares may not be transferred unless, if the Company requests, the Company has received a written opinion from counsel in form and warranty not limiting such Purchaser's right to sell the Securities pursuant substance satisfactory to the Registration Statement or otherwise Company stating that such transfer is being made in compliance with all applicable federal and state securities laws) in violation . The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Shares, the Conversion Shares and the Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Shares, the Conversion Shares or the Warrant Shares. (c) Each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principals of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on Purchaser under or pursuant to any applicable state securities law. Such law or governmental regulation. (f) Each Purchaser is acquiring represents and warrants to the Securities hereunder in the ordinary course Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, or understandingcontrolling persons has taken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("Third Party Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountUnderstandings or Arrangements. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or any applicable state securities law and has no indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to Issuer as of the date hereof such Person becomes a Purchaser and as of the Closing Date to the Company as followsDate, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under standing, and has the laws of the jurisdiction of its organization with full rightpower, corporate or partnership power authority and authority capacity to enter into execute and deliver this Agreement, to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this hereunder. (b) This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofand constitutes a legal, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of general application affecting enforcement whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement will not violate, conflict with or result in a breach of creditors' rights generallyor default under (i) such Purchaser’s organizational documents, (ii) as limited any agreement or instrument to which such Purchaser is a party or by laws relating to the availability which such Purchaser or any of specific performanceits assets are bound, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by any laws, regulations or governmental or judicial decrees, injunctions or orders applicable lawto such Purchaser. (bd) Own Account. Such Each of the Notes to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (e) Such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser has had an opportunity to receive, review and understand all information related to Issuer requested by it and to ask questions of and receive answers from Issuer regarding Issuer, its Subsidiaries, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. (g) Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Note Documents. (h) Such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Issuer 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 Purchaser 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 Issuer or the purchase of the Notes. (i) Such Purchaser is (i) an “accredited investor” as defined in Regulation D promulgated under the Securities Act, (ii) an institutional account as defined in FINRA Rule 4512(c), (iii) an Eligible Investor, (iv) not acting on behalf of, or for the benefit of, any person who is not an Eligible Investor, and (v) is not acquiring the Notes (or shares of Common Stock issuable upon conversion of the Notes) with the purpose of selling or transferring, or granting, issuing, or transferring interests in, or options over, the Notes (or shares of Common Stock issuable upon conversion of the Notes) within 12 months of their purchase or issuance other than to an Eligible Investor. (j) The Purchasers agree that the Notes and the shares of Common Stock issuable upon conversion of the Notes may not be sold or transferred unless (i) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act and disclosure document pursuant to the Corporations Xxx 0000 (Cth), (ii) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred in accordance with to Rule 144 or any other exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Corporations Xxx 0000 (Cth), (iii) the Issuer has received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities hereunder in Act or without disclosure under the ordinary course Corporations Xxx 0000 (Cth), or (iv) Notes or the shares of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Common Stock issuable upon conversion of the SecuritiesNotes are transferred without consideration to an affiliate of such holder or a custodial nominee.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby makes the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSeller: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers are required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 The Purchasers are, and will constitute be at the valid time of the execution of this Agreement, an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchasers to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchasers have the authority and is duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchasers are able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchasers is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their Issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchasers contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter Into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose 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 Securities (this representation and warranty not limiting such Purchaser's right these Acquired Shares. 3.3.5 The offer to sell the Securities pursuant Acquired Shares was directly communicated to such Purchasers by the Company. At no time were such Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.6 Such Purchasers represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchasers otherwise notifies the Company prior to the Registration Statement or otherwise in compliance with applicable federal Closing Date shall be true and state securities laws) in violation correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring Closing Date. 3.3.7 The foregoing representations and warranties shall survive the Securities hereunder in the ordinary course Closing Date and for a period of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesone year thereafter.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof warrants, severally and as of the Closing Date to the Company not jointly, as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (iA) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and Notes have not been and will not be registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with Notes are being issued by the Issuer in a view to or for distributing or reselling such Securities or any part thereof in violation transaction exempt from the registration requirements of the Securities Act and (B) agrees that it will not sell all or any applicable state securities lawpart of the Notes and the Notes may not be offered or sold, has no present intention of distributing any of such Securities in violation of except pursuant to Section 2.07(b) or pursuant to effective registration statements under the Securities Act or any pursuant to applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell exemptions from registration under the Securities pursuant to the Registration Statement or otherwise Act and in compliance with applicable federal and state securities State laws; (b) in violation such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts; (c) such Purchaser did not employ any broker or any applicable state securities lawfinder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to or by such Purchaser except as otherwise provided for in this Agreement; and (d) such Purchaser is an “Accredited Investor” (as defined in Rule 501(a) under the Securities Act). The financial position of such Purchaser is such that it can afford to bear the economic risk of holding the Notes. Such Purchaser is acquiring can afford to suffer the Securities hereunder complete loss of its investment in the ordinary course Notes. The knowledge and experience of its businesssuch Purchaser in financial and business matters is such that it is capable of evaluating the risks of the investment in the Notes. Such Purchaser does not have any agreement acknowledges that no representations, express or understandingimplied, directly are being made with respect to the Issuer or indirectly, with any Person to distribute any of its Subsidiaries, the SecuritiesNotes or otherwise, other than those expressly set forth herein.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to Issuer as of the date hereof such Person becomes a Purchaser and as of the Closing Date to the Company as followsRestatement Date, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under standing, and has the laws of the jurisdiction of its organization with full rightpower, corporate or partnership power authority and authority capacity to enter into execute and deliver this Agreement, to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this hereunder. (b) This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofand constitutes a legal, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of general application affecting enforcement whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement will not violate, conflict with or result in a breach of creditors' rights generallyor default under (i) such Purchaser’s organizational documents, (ii) as limited any agreement or instrument to which such Purchaser is a party or by laws relating to the availability which such Purchaser or any of specific performanceits assets are bound, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by any laws, regulations or governmental or judicial decrees, injunctions or orders applicable lawto such Purchaser. (bd) Own Account. Such Solely with respect to Ascend, Bluescape and Meridian, each of the Notes to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (e) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser has had an opportunity to receive, review and understand all information related to Issuer requested by it and to ask questions of and receive answers from Issuer regarding Issuer, its Subsidiaries, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. (g) Solely with respect to Ascend, Bluescape and Meridian, based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Note Documents. (h) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Issuer 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 Purchaser 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 Issuer or the purchase of the Notes. (i) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser is (i) an “accredited investor” as defined in Regulation D promulgated under the Securities Act, (ii) an institutional account as defined in FINRA Rule 4512(c), (iii) an Eligible Investor, (iv) not acting on behalf of, or for the benefit of, any person who is not an Eligible Investor, and (v) is not acquiring the Notes (or shares of Common Stock issuable upon conversion of the Notes) with the purpose of selling or transferring, or granting, issuing, or transferring interests in, or options over, the Notes (or shares of Common Stock issuable upon conversion of the Notes) within 12 months of their purchase or issuance other than to an Eligible Investor. (j) The Purchasers agree that the Notes and the shares of Common Stock issuable upon conversion of the Notes may not be sold or transferred unless (i) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act and disclosure document pursuant to the Corporations Act 2001 (Cth), (ii) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred in accordance with to Rule 144 or any other exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Corporations Act 2001 (Cth), (iii) the Issuer has received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities hereunder in Act or without disclosure under the ordinary course Corporations Act 2001 (Cth), or (iv) Notes or the shares of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Common Stock issuable upon conversion of the SecuritiesNotes are transferred without consideration to an affiliate of such holder or a custodial nominee.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (a) unless as of a specific date therein): Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that Status. At the Securities are "restricted securities" time such Purchaser was offered the Securities, it was, and have not been registered as of the date hereof it is, an “accredited investor” as defined in Rule 501 under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 lawAct. Such Purchaser is acquiring not a broker-dealer registered under Section 15 of the Securities hereunder in the ordinary course of its businessExchange Act. Such Purchaser does is acting alone in its determination as to whether to invest in the Securities. Such Purchaser is not have a party to any agreement voting agreements or understandingsimilar arrangements with respect to the Securities. Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Purchaser with the Commission with respect to the beneficial ownership of the Company’s Common Stock, directly such Purchaser is not a member of a partnership, limited partnership, syndicate, or indirectlyother group for the purpose of acquiring, with any Person to distribute any holding, voting or disposing of the Securities.. Each Purchaser represents and warrants that it (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such Person, if serving as a director or if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (B) any Voting Commitment that could limit or interfere with such Person’s ability to comply, if serving as or elected as a director of the Company, with such Person’s fiduciary duties under applicable law; (ii) is not and will not become a party to any agreement, arrangement or

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. . (b) Own AccountUnderstandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant Shares are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for his, her or 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 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's ’s right to sell the such Securities pursuant to the Registration Statement a 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities).

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants to the Seller as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is acquiring Securities for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act or any state securities Laws, and (ii) the Securities may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or is exempt from registration and/or regulation thereunder as the case may be. (c) Such Purchaser is an entity "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (d) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws Laws of the jurisdiction of its organization with full right, corporate or partnership and has all power and authority to enter into this Agreement. (e) The execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of such Purchaser, and this Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser, in accordance with its terms, except to consummate the transactions contemplated extent that enforceability may be limited by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. bankruptcy, insolvency or other similar Laws affecting creditors' rights generally. (f) The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part thereby will not (a) violate any provision of such Purchaser. Each Transaction Document applicable Laws related to which it is a party has been duly executed by such either Purchaser, and when delivered by such Purchaser in accordance with the terms hereofor any of its properties or assets, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that violate the Securities are "restricted securities" and have not been registered under certificate of incorporation or the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation bylaws 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 Securities (this representation and warranty not limiting such either Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such that such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the acquiring Holdings Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for investment for its own account and not with a view to to, or for distributing resale in connection with, the distribution or reselling such Securities or any part other disposition thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of Act. Each Purchaser agrees that 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingwill not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Holdings Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Holdings Securities), except in compliance with the Securities Act, the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of this Agreement. Each Purchaser represents and warrants that no other person or entity will have any Person interest, beneficial or otherwise, in Holdings Securities acquired by such Purchaser hereby. (b) Each Purchaser acknowledges that such Purchaser has been advised that (i) Holdings Securities are not registered under the Securities Act, and Holdings has no obligation to distribute effectuate any such registration, (ii) Holdings Securities must be held indefinitely and such Purchaser must continue to bear the economic risk of the investment in Holdings Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of Holdings, and Holdings has no obligation nor any intention to make such Rule available, (iv) when and if any Holdings Securities may be disposed of without registration in reliance on Rule 144, the amounts that may be disposed of may be limited in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation D or some other exemption under the Securities Act, (vi) restrictive legends will be placed on the certificates representing Holdings Securities and (vii) a notation will be made in the appropriate records of Holdings indicating that Holdings Securities are subject to restrictions on transfer and, if Holdings should at some time in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to Holdings Securities. (c) Each Purchaser hereby covenants that if any Holdings Securities are disposed of by such Purchaser (i) in reliance upon Rule 144 under the Securities Act, such Purchaser shall deliver to Holdings at or prior to the time of such disposition an executed copy of Form 144 (if required by Rule 144) and such other documentation as Holdings may reasonably require in connection with such disposition or (ii) in reliance on Rule 144 or pursuant to another exemption from registration under the Securities Act, such Purchaser shall deliver to Holdings a legal opinion, reasonably satisfactory to Holdings, as to the availability of and compliance with such exemption. (d) Each Purchaser represents and warrants that (i) such Purchaser can afford to hold Holdings Securities for an indefinite period and to suffer the complete loss of its investment in Holdings Securities, (ii) it understands and has taken cognizance of all the risk factors related to its acquisition of Holdings Securities and (iii) such Purchaser's knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risks of acquiring Holdings Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as followsSeller that: (ai) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with full right, corporate or partnership formation. Each Purchaser has all requisite power and authority to enter into this Agreement and to consummate carry out the transactions contemplated hereby, including, without limitation, the Sale and the payment of the purchase price to be paid by such Purchaser in connection with the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderSale. The execution, delivery and performance by such Purchaser the Company of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Sale and the payment of the purchase price to be paid by this Agreement such Purchaser in connection with the Sale, have been duly authorized and approved by all necessary corporate or similar action on action. This Agreement, when executed, will constitute the part legal, valid and binding obligations of such each Purchaser. Each Transaction Document to which it is a party has been duly executed The execution, delivery and performance of this Agreement by such each Purchaser, the Sale and when delivered the payment of the purchase price to be paid by such Purchaser in accordance connection with the terms hereofSale, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the valid and legally binding obligation organizational documents of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, . (ii) as limited by laws relating to It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the availability merits and risks of specific performance, injunctive relief or other equitable remedies and an investment in the Securities. (iii) insofar It has made such independent investigation of the Company, its management, and related matters as indemnification it deems to be necessary or advisable in connection with an investment in the Securities; and contribution provisions may it has received all information and data which it believes to be limited by applicable lawnecessary in order to reach an informed decision as to the advisability of an investment in the Securities. (biv) Own Account. Such Purchaser understands The Securities 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. (v) It has been advised that the Securities are "restricted securities" not being, and have not been been, registered under the Securities Act of 1933, as amended (the “Act”) on the grounds that this transaction is exempt under the Act as not involving any public offering. (vi) It has been advised that the Securities 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 law acts or the availability of an exemption from the registration requirements under the Act and is acquiring the Securities 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 law, has no present intention acts. (vii) It is an "accredited investor" within the meaning of distributing any of such Securities in violation of Rule 501 under the Act. (viii) It understands that the Securities will be "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Seller, respectively, 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. It acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or any applicable state securities law an exemption from such registration is available. It further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and has no arrangement or understanding with any other persons regarding manner of sale, the distribution of such Securities (this representation holding period for the Securities, and warranty not limiting such Purchaser's right to sell the Securities pursuant on requirements relating 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 Purchaser is acquiring the Securities hereunder in the ordinary course Company, which are outside of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiescontrol.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, represents hereby represents, warrants, and warrants as of the date hereof and as of the Closing Date acknowledges to the Company as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by the Transaction Documents undertake and otherwise to carry out its perform his obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar hereunder. (b) All action on the part of such the Purchaser necessary for the authorization, execution and delivery of this Agreement by the Purchaser. Each Transaction Document to which it is a party , for the performance of the Purchaser’s obligations hereunder, and for the payment of the Purchase Price, has been duly taken. This Agreement, when executed and delivered by such the Purchaser, will constitute the legal and when delivered by such binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its respective terms, except (i) as limited by general equitable principles and applicable subject to bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws now or hereafter in effect generally relating to the availability or affecting creditors’ rights and general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (bc) Own Account. Such The Purchaser understands that the Securities are "restricted securities" and have not been registered is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (d) The Purchaser is purchasing the Shares for the Purchaser’s own account, for investment purposes only, and not for the account of any other person or any applicable state securities law and is acquiring the Securities as principal for its own account entity, and not with a view to distribution, assignment or for distributing resale of the Shares to others or reselling such to fractionalization of the Shares in whole or in part. (e) The Purchaser understands that the Shares have not been, and will not be, registered under the Securities or any part thereof in violation Act, by reason of a specific exemption from the registration provisions of the Securities Act or any applicable state securities lawwhich depends upon, has no present intention of distributing any of such Securities in violation among other things, the bona fide nature of the Securities Act or any investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission (the “SEC”) in violation and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is 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 on requirements relating to the Company which are outside of the Securities Act Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. (f) The Purchaser has conducted the Purchaser’s own due diligence in making a decision to purchase Common Stock of the Company. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representations or other information (whether oral or written) from the Company or any applicable state securities lawother person or entity acting as an agent for the Company, other than the representations of the Company provided in Section 4 below. Such The Purchaser has discussed with the Purchaser’s professional legal, tax and financial advisers the suitability of an investment in the Company for the Purchaser’s particular tax and financial situation and has determined that the Common Stock will be a suitable investment for the Purchaser. (g) The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Shares to satisfy any existing or contemplated need, undertaking or indebtedness. The Purchaser is acquiring able to bear the Securities hereunder economic risk of the Purchaser’s investment in the ordinary course Shares for an indefinite period, including the risk of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any losing all of the SecuritiesPurchaser’s investment. (h) The Company has made available to the Purchaser all documents and information relating to an investment in the Company as the Purchaser has requested, and the Purchaser has had the opportunity to ask questions of, and receive answers from, the Company relating to the Purchaser’s investment in the Shares. (i) The Purchaser acknowledges that an investment in the Company involves substantial risks and recognizes that any historical financial and operating history relating to the Company and its affiliates that may have been provided to the Purchaser, if any, was for purposes of illustration only, and no assurance is or can be given that actual results will correspond with the historical results. The Purchaser is fully aware of and understands all of the risk factors related to the purchase of the Shares. (j) The Purchaser is aware that the Company is issuing the Shares pursuant to exemptions and exceptions from applicable securities laws, and in doing so, is relying upon, among other things, the representations and warranties of the Purchaser contained herein. (k) The Purchaser understands that the Purchaser may not distribute or transfer the Shares unless the Common Stock is registered under applicable securities laws or an exemption from registration is available. (l) The Shares were not offered to the Purchaser by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, Internet website or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising. (m) The Purchaser understands and acknowledges that the certificate issued in connection with the purchase of the Shares shall be endorsed with the legend set forth below: THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS COMMON STOCK IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, MAG represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Common Stock andthe Warrant Shares that it may acquire upon exercise of the Warrants) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (including the Common Stock and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: (athe case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserCommon Stock or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the Securities. Each Transaction Document to which it is a party has been duly executed by such Purchaser, Purchaser and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser MAG understands that the Securities are "restricted securities" (including the Common Stock and the Warrant Shares that it may acquire upon exercise of the Warrants) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view otherwise transferred except (a) pursuant to or for distributing or reselling such Securities or any part thereof in violation of an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or any applicable state securities law, has no present intention of distributing any of such Securities in violation of pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser and MAG agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Common Stock and the Warrant Shares that it may acquire upon exercise of the Warrants): The shares of stock evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged or any applicable state securities law and has no arrangement or understanding with any other persons regarding otherwise transferred ("transferred") in the distribution absence of such Securities (this representation registration or an applicable exemption therefrom. In the absence of such registration, such shares may not be transferred unless, if the Company requests, the Company has received a written opinion from counsel in form and warranty not limiting such Purchaser's right to sell the Securities pursuant substance satisfactory to the Registration Statement or otherwise Company stating that such transfer is being made in compliance with all applicable federal and state securities laws) in violation . The legend set forth above may be removed if and when the Common Stock or the Warrant Shares, as the case may be, are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Common Stock, the Warrants, the and the Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Common Stock or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Common Stock, the Warrants, or the Warrant Shares. Each Purchaser and MAG is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any other security issuable by the Company through any form of general advertising or public solicitation. Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable state securities lawlaw or governmental regulation. Such Each Purchaser is acquiring and MAG represents and warrants to the Securities hereunder in the ordinary course Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, controlling persons or understandingshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("Third Party Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser herebyThe Purchasers hereby jointly and severally represent and warrant to, for itself and for no other Purchasercovenant and agree with, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser The Purchasers are "Accredited Investors" as that term is an entity duly organized, validly existing and defined in good standing Rule 501 (a) of Regulation D promulgated under the laws Securities Act of 1933, as amended (the jurisdiction of its organization with full right, corporate or partnership power and authority "Act"). (b) The Purchasers are duly authorized to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by execute this Agreement have been duly authorized by all necessary corporate or similar action on and this Agreement constitutes the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserlegal, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, the Purchasers enforceable against it the Purchasers in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (bc) Own Account. Such Purchaser understands The Purchasers have been advised by the Company that none of the Purchased Shares have been registered under the Act, that the Securities Purchased Shares will be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company's reliance thereon is based in part upon the representations made by the Purchasers in this Agreement. The Purchasers acknowledge that the Purchasers have been informed by the Company of, or are otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. The Purchasers acknowledges that the certificate or certificates evidencing the Purchased Shares shall bear the following or a substantially similar legend and other legends as may be required by state blue sky laws: "restricted securities" and The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, and under applicable state securities law laws, unless the Issuer shall have received an opinion of counsel reasonably satisfactory to the Issuer that the securities represented by this certificate may be legally sold or distributed pursuant to exemptions from registration under the Securities Act of 1933, as amended, and is without registration under then applicable state and Federal laws." (d) The Purchasers are acquiring the Securities as principal Purchased Shares for its the Purchasers' own account accounts for investment and not with a view to or for distributing or reselling such Securities or any part the distribution thereof in violation of the Securities Act or any applicable state securities law, has and have no present intention of publicly distributing any the Purchased Shares. The Purchasers' financial conditions are such that the Purchasers are able to bear the risk of such Securities in violation holding the Purchased Shares for an indefinite period of time and to suffer the risk of loss of their entire investment. (e) The Purchasers are familiar with the business and affairs of the Securities Act or any applicable state securities law Company. The Purchasers have been given the opportunity to investigate and has no arrangement or understanding with any other persons ask questions regarding the distribution of such Securities (this representation Company, the Company's business, operations, strategy and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal financial results and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder have formed their own opinion regarding its investment in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesPurchased Shares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and in good standing "accredited investor" within the meaning of Rule 501 under the laws Securities Act and was not organized for the specific purpose of acquiring the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.Shares; (b) Own Account. Such Purchaser it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (d) the Shares being purchased by 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; (e) it understands that (i) the Securities are "restricted securities" Shares and the Conversion Shares have not been registered under the Securities Act or any applicable state securities law and is acquiring by reason of their issuance in a transaction exempt from the Securities 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 registration requirements of the Securities Act pursuant to Section 4(2) thereof or any applicable state securities lawRule 505 or 506 promulgated under the Securities Act, has no present intention of distributing any of such Securities in violation of (ii) the Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; and (f) if it sells any applicable state securities law Shares or Conversion Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale. (g) the Purchaser has no contract, arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant broker, finder or similar agent with respect 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiestransactions contemplated by this Agreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers each hereby represent and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warrant to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized3.1 It has carefully considered and has, validly existing to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and in good standing under the laws financial advisors, of the jurisdiction suitability of its organization with full right, corporate or partnership power an investment in the Preferred Stock for the undersigned's particular tax and authority to enter into financial situation and to consummate has determined that the transactions contemplated Preferred Stock being subscribed for by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser undersigned is a suitable investment for the undersigned. 3.2 Each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except Purchasers acknowledges that (i) as limited by general equitable principles it has had the right to request copies of any documents, records, and applicable bankruptcy, insolvency, reorganization, moratorium books pertaining to this investment and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited any such documents, records and books which the undersigned requested have been made available for inspection by laws relating the undersigned and the undersigned's attorney, accountant or adviser. 3.3 Each of the Purchasers or its adviser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and all such questions have been answered to the availability full satisfaction of specific performancethe undersigned. 3.4 It is not subscribing for Preferred Stock as a result of or after any advertisement, injunctive relief article, notice or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawcommunication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. (b) Own Account. Such Purchaser understands that 3.5 It or its purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to use the information made available to the undersigned in connection with the offering to evaluate the merits and risks of an investment in the Preferred Stock and to make an informed investment decision with respect thereto. 3.6 It will not sell or otherwise transfer the Preferred Stock without registration under the Securities are "restricted securities" Act and have applicable state securities laws or an exemption therefrom. The Preferred Stock has not been registered under the Securities Act or under the securities laws of any applicable state securities law and state. Each of the Purchasers represents that it is acquiring purchasing the Securities as principal Preferred Stock for its own account account, for investment and not with a view to resale or for distribution except in compliance with the Securities Act. Neither EOF nor EOFC has offered or sold the Preferred Stock being acquired nor does it have any present intention of selling, distributing or reselling otherwise disposing of such Securities Preferred Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any part thereof predetermined event or circumstance in violation of the Securities Act or any applicable state securities lawAct. Each of the Purchasers is aware that there is currently no market for the Preferred Stock, the Company has no present intention of distributing any of such Securities in violation of obligation to register the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities Preferred Stock subscribed for hereunder (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.except as may be required under

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself (severally and for no other Purchaser, not jointly) represents and warrants warrants, as of the date hereof and as of the Closing Date to the Company Closing, as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under has the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority capacity to enter into the Transaction Agreements and to consummate purchase the transactions contemplated by Securities from the Transaction Documents Company pursuant to the terms and otherwise to carry out its obligations hereunder conditions of this Agreement. This Agreement constitutes, and thereunder. The execution, delivery and performance by such Purchaser each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each other Transaction Document to which it is Agreements when executed and delivered shall constitute, a party has been duly executed by such Purchaserlegal, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation agreement of such Purchaser, the Purchaser enforceable against it the Purchaser in accordance with its terms, except (i) as enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of relating to creditors' rights generally, (ii) as limited by laws relating to generally and except that the availability of equitable remedies, including specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions is subject to the discretion of the court before which any proceeding therefor may be limited by applicable lawbrought. (b) Own Account. Such Purchaser understands that the issuance of the Securities are "restricted securities" hereunder and the issuance of the Warrant Shares have not been registered under the Securities Act or any applicable state securities law Act, based on the exemption from registration provided by Section 4(2) of the Securities Act, and that the Company's reliance on such exemption depends in part on such Purchaser's representations and warranties in this Agreement. (c) Such Purchaser is acquiring the Securities as principal for its own account for investment purposes and not with a view to or for distributing or reselling such Securities or any part the distribution thereof in violation within the meaning of the Securities Act. (d) Such Purchaser understands that the Securities constitute "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be sold, pledged or any otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities law, has no present intention laws or unless an exemption from registration is available. (e) Such Purchaser is an "accredited investor" within the meaning of distributing any of such Securities in violation of Rule 501(a) under the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution Act, who by reason of such Securities (this representation and warranty not limiting such Purchaser's right to sell business and financial experience has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the Securities pursuant to merits and risks of an investment in 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 lawSecurities. Such Purchaser is acquiring has had the Securities hereunder opportunity to ask questions of, and receive answers from, the Company and its officers and agents and has received all information concerning the Company that such Purchaser has requested in the ordinary course of connection with its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any purchase of the Securities. (f) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over such Purchaser or of such Purchaser's affiliates is required for the execution of this Agreement or any of the other Transaction Agreements or the performance of such Purchaser's obligations hereunder or thereunder, including, without limitation, the purchase of the Securities from the Company. (g) If such Purchaser is a corporation, partnership or other entity, such Purchaser has taken, or prior to the Closing will have taken, all corporate, partnership or other action (as applicable) required to authorize the execution and delivery of the Transaction Agreements and the performance of its obligations hereunder and thereunder. (h) Such Purchaser understands that no federal or state or other governmental agency has passed upon or made any recommendation or endorsement with respect to the Securities. (i) Such Purchaser acknowledges that the Company may be required to file the Transaction Agreements with the SEC, and to describe the transactions contemplated by the Transaction Agreements in such filing, and subsequent filings, and such Purchaser hereby consents to such filing. Such Purchaser also acknowledges that, due to its percentage ownership of outstanding shares of the Common Stock after Closing, it may be required to make certain filings with the SEC, and such Purchaser hereby agrees to make such filings in a timely manner. (j) Such Purchaser understands that any certificates evidencing the Securities will bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION." (k) Such Purchaser has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, The Purchasers represents and warrants to the Sellers as of the date hereof and as of the Closing Date to except insofar as such representations and warranties are made as of the Company date hereof or any other specified date (in which case as of such date) as follows: (a) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with full right, corporate or partnership and has all requisite power and authority to enter into own, lease, develop and operate its properties and to carry on its business as now being conducted. (b) Each Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by Transactions (subject, in the Transaction Documents and otherwise case of the obligation to carry out its obligations hereunder and thereunderconsummate the Transaction, to the entry of the Sale Order). The execution, delivery and performance by such each Purchaser of the transactions contemplated by this Agreement and the consummation of the Transaction have been duly and validly authorized by all necessary requisite corporate or similar action on the part of such each Purchaser, and no other corporate proceeding on the part of either Purchaser is necessary to authorize this Agreement and to consummate the Transaction. Each Transaction Document to which it is a party This Agreement has been duly and validly executed and delivered by such each Purchaser and (assuming the due authorization, execution and delivery by all parties hereto and thereto other than the Purchasers) constitutes (or will constitute) legal, valid and binding obligations of each Purchaser, and when delivered by such enforceable against each Purchaser in accordance with its terms (subject, in the terms hereofcase of the obligation to carry out the Transaction, to the entry of the Sale Order). (c) The execution, delivery and performance by each Purchaser of this Agreement does not, and the consummation by each Purchaser of the Transaction will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except not, (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws conflict with or result in the breach of general application affecting enforcement any provision of creditors' rights generallythe organizational documents of any Purchaser, (ii) as limited conflict with, violate or result in the breach by laws relating to the availability any Purchaser of specific performanceany applicable Law, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may require any Purchaser to make any filing with or give notice to, or obtain any Consent from, any Governmental Authority, other than the Sale Order and, if required, any clearance under the HSR Act or other competition or regulatory laws or filings with CFIUS, or (iv) conflict with, violate, result in the breach or termination of or the loss of a benefit under, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) or adverse modification of any terms or rights under, any contract to which any Purchaser is party; other than, in the case of the foregoing subclause (iv), any of the foregoing that would not reasonably be limited by applicable lawexpected to, individually or in the aggregate, materially impair any Purchaser’s ability to consummate the Transaction. (bd) Own Account. Such No Purchaser understands has incurred any Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction (a “Purchaser Broker Fee”) that the Securities are "restricted securities" would be payable by any A123 Entity. (e) Each Purchaser acknowledges and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for affirms that it has completed its own account independent investigation, analysis and not with a view to or for distributing or reselling such Securities or any part thereof in violation evaluation of the Securities Act or any applicable state securities lawPurchased Assets, that it has no present intention of distributing any of made all such Securities in violation reviews and inspections of the Securities Act Purchased Assets as it deems necessary and appropriate, and that in making its decision to enter into this Agreement and consummate the Transaction, it has relied on its own investigation, analysis, and evaluation with respect to all matters without reliance upon any express or any applicable state securities law implied representations or warranties except as expressly set forth in this Agreement. (f) Each Purchaser will have, at the Closing, the resources and has no arrangement capabilities (financial or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right otherwise) to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation perform its obligations hereunder, including payment of the Securities Act Purchase Price. Wanxiang has not incurred any obligation, commitment, restriction or liability of any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of kind that would materially impair Wanxiang’s ability to satisfy its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiespayment and funding obligations under this Agreement.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as to the extent the indemnification and contribution provisions contained in this Agreement may be limited by applicable law. (b) Own AccountUnderstandings or Arrangements. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement a 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder and the Warrant Shares in the ordinary course of its business. Such Purchaser acknowledges that the Securities may be subject to resale restrictions under applicable Canadian Securities laws, as set forth in Schedule I hereto; provided, that the foregoing shall not apply to any sale on a U.S. Trading Market if the Purchaser does not have any agreement or understanding, directly or indirectly, with any Person knowingly sell to distribute any of the Securitiesa Canadian person.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, ------------------------------------------------ represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into execute, deliver and to consummate perform each of this Agreement, the transactions contemplated by Escrow Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderAmended Voting Rights Agreement. The execution, delivery and performance by such Purchaser of the transactions contemplated by this This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is constitutes a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as the enforceability thereof may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' rights generally, (ii) as limited generally and by laws relating to the availability of specific performance, injunctive relief or other general equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples. (b) Own Account. Such The Securities to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal will be acquired for its investment for such Purchaser's own account account, and not with a view to or for distributing or reselling such Securities or the distribution of any part thereof in violation of the Securities Act or any applicable state securities law, thereof. Such Purchaser has no present intention of distributing selling, granting 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement participation in, or otherwise in compliance with applicable federal and state securities laws) in violation of distributing the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its businesssame. Such Purchaser does not have any contract, undertaking, agreement or understandingarrangement with any person to sell, directly transfer, or indirectlygrant participation to such person or to any third person, with any Person respect to distribute any of the Securities. (c) Such Purchaser understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act, or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. In the absence of an effective registration statement covering the Securities, such Purchaser will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with its representations and agreements set forth herein. (d) Such Purchaser understands that until the Securities are registered under the Securities Act, the certificates evidencing the Securities may bear substantially the following legends: (i) THE SECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND APPLICABLE STATE LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM (IN EACH CASE BASED UPON DOCUMENTATION SATISFACTORY TO THE COMPANY, INCLUDING AN OPINION OF COUNSEL SATISFACTORY TO IT THAT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS IS NOT REQUIRED) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT." (ii) Any legend required by the Escrow Agreement, the Amended Voting Agreement or any applicable law. (e) Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a)(1) promulgated pursuant to the Securities Act. (f) Such Purchaser's financial condition is such that he is able to bear the risk of holding the Securities for an indefinite period of time. (g) Such Purchaser has such knowledge and experience in financial and business matters and in making high risk investments of this type that he is capable of evaluating the merits and risks of the purchase of the Securities. (h) Such Purchaser has been furnished access to the business records of the Company and such additional information and documents as such Purchaser has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the business, operations, market potential, capitalization, financial condition and prospects, and all other matters deemed relevant by such Purchaser. (i) There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Purchaser, and such Purchaser agrees to indemnify and hold the Company harmless against any damages incurred as a result of any such claims. (j) Such Purchaser acknowledges that the Company will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of the acknowledgments, representations and agreements are no longer accurate, he shall promptly notify the Company.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself hereby jointly and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority, Standing and Authorization. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with and has full right, corporate or partnership power and authority to enter into execute, deliver and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder under this Agreement and thereunderunder any other instrument and document delivered by such Purchaser at the Closing pursuant to Section 2(c) hereof (collectively, the "Purchaser Transaction Documents"). The execution, delivery delivery, and performance by such Purchaser of each of the transactions contemplated by this Agreement Purchaser Transaction Documents have been duly and validly authorized by all necessary corporate action (partnership or similar action otherwise) and proceedings on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaserbeen, and when each of the other Purchaser Transaction Documents will be at the Closing, duly and validly executed and delivered by such Purchaser in accordance with and this Agreement constitutes, and each of the terms hereof, other Purchaser Transaction Documents will constitute upon delivery at the Closing, the valid and legally binding obligation agreement of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar laws of general application affecting enforcement of creditors' rights generallyand remedies generally and subject, as to enforceability, to general principles of equity, including, without limitation, principles of commercial reasonableness, good faith, and fair dealing (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (b) Own AccountConsents and Conflicts. Such No actions, consents, approvals or orders of, or filings or registrations with, any governmental authorities or third parties are required in connection with the execution, delivery, or performance by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Purchaser Transaction Documents. Neither the execution and delivery of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding Purchaser Transaction Documents by such Purchaser nor the distribution of performance by such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement obligations thereunder will: (i) violate or understanding, directly or indirectly, conflict with any Person to distribute any of the Securities.terms, conditions, or provisions of the organizational and other governing charter documents of such Purchaser currently in effect or in effect at the Closing; (ii) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of

Representations and Warranties of the Purchasers. Each Purchaser hereby, of the Purchasers acknowledges and understands that the Shares are being acquired for itself and for no other Purchaser, investment in a transaction undertaken in reliance upon the exemption from registration under Rule 506 of Regulation D under the Act. Each Purchasers hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such The Purchaser is an entity duly organizedacquiring the Shares solely for investment purposes and not with a view to, validly existing and or for resale in good standing under the laws connection with, any distribution thereof or with any present intention of distributing or selling any of the jurisdiction of its organization with full rightShares, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser except in accordance with applicable provisions of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawAct. (b) Own Account. Such The Purchaser will hold the Shares subject to all of the applicable provisions of the Act, and the Purchaser will not at any time make any sale, transfer, or other disposition of the Shares in contravention of said Act (references herein to the Act shall include the rules and regulations thereunder). (c) The sale of the Shares to Purchasers is being made without any public solicitation or advertisements. (d) The Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent has not received, nor has it requested, nor does it have any need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Agreement), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares. (e) The representations and warranties set forth in Schedule A - U.S. Accredited Investor Certificate attached hereto are true and correct as at the Closing Date and that the Purchaser is an Accredited Investor and that it undertakes to complete, sign and return Schedule A to the Company. (f) The Purchaser has been independently advised as to the restrictions with respect to trading in the Purchaser's Shares imposed by applicable securities legislation in the jurisdiction in which it resides, confirms that no representation has been made to it by or on behalf of the Company with respect thereto, acknowledges that it is aware of the characteristics of the Purchaser's Shares, the risks relating to an investment therein and of the fact that it may not be able to resell the Purchaser's Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy. (g) The Purchaser understands and acknowledges that the Securities Purchaser's Shares have not and may not be registered under the Act, or the securities laws of any state of the United States and that: (i) the sale contemplated hereby is being made in reliance upon the exemption from registration under the Act provided by Section 4(2) thereof and Rule 506 thereunder and exemptions from registration under applicable state securities laws; and (ii) all such sales are being made in transactions not involving any public offering within the meaning of the Act. Accordingly, the Purchaser's Shares will be "restricted securities" and have not been registered under within the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation meaning of the Securities Act Rule 144, and therefore may not be offered 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable sold by it without registration under United States federal and state securities laws, except in compliance with the Act. (h) The Purchaser has such knowledge and experience in violation financial and business matters as to be capable of evaluating the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder merits and risks of an investment in the ordinary course Purchaser's Shares and it is able to bear the economic risk of loss of its business. Such entire investment. (i) The Purchaser does not have any agreement or understandinghas had access to such additional information, directly or indirectlyif any, concerning the Company as it has considered necessary in connection with any Person to distribute any of an investment in the SecuritiesPurchaser's Shares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as As of the date hereof and as of the Closing Date Date, each of the Purchasers hereby represents and warrants to the Company Trust as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing agreeing to purchase the Shares solely for the Purchaser’s own account and in good standing under for investment and not with a view toward the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderdistribution thereof. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have Shares which the Purchaser is purchasing will not been be registered under the Securities Act or any applicable state securities law laws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available. The Purchaser acknowledges that because of the restrictions on the transferability of the Shares, the Purchaser must bear the economic risk of the Purchaser’s investment in the Shares. (b) The Purchaser has read carefully and is acquiring familiar with the Trust’s filings with the Securities and Exchange Commission (the “Commission”), including its last annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, and understands the contents thereof, including the risks associated with an investment in the Shares; the Purchaser has been provided the opportunity, to the Purchaser’s satisfaction, to ask questions and receive answers concerning the terms and conditions of the offering of the Shares; all of the Purchaser’s questions have been answered to the Purchaser’s satisfaction; and the Purchaser has been supplied with all additional information requested and deemed necessary by the Purchaser to make an investment decision with respect to the Shares. (c) The Purchaser presently qualifies as principal for its own account and an “accredited investor” as such term is defined in Rule 501 under the Securities Act. (d) Except as set forth in the Trust’s filings with the Commission, the Purchaser is not an “affiliate” of the Trust (it being understood that an “affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a view person as such terms are used in and construed under Rule 405 and Rule 144 under the Securities Act). (e) The Purchaser: (i) is familiar with investments of this type and has such knowledge, sophistication and experience in business and financial matters so as to or be capable of evaluating the merits and risks of the prospective investment in the Shares; (ii) does not have an overall commitment to investments that are not readily marketable that is disproportionate to the Purchaser’s net worth, and the Purchaser’s investment in the Shares will not cause such overall commitment to become excessive; and (iii) has adequate net worth and means of providing for distributing or reselling such Securities or any part thereof the Purchaser’s current needs and personal contingencies to sustain a complete loss of the Purchaser’s investment in violation the Shares. (f) The Purchaser is fully aware that the Shares are being issued and sold in reliance upon the exemption provided for by Section 4(a)(2) of the Securities Act and similar exemptions provided under state securities laws on the grounds that no public offering is involved and that the representations, warranties and agreements set forth in this Agreement are essential to the claiming of such exemptions. (g) The Purchaser: (i) is purchasing the Shares with the Purchaser’s own funds and not with the funds of any other person, firm or entity; (ii) is acquiring the Shares for the Purchaser’s own account; and (iii) has no reason to anticipate a change in personal circumstances, financial or otherwise, that would cause the Purchaser to sell or distribute, or necessitate or require any sale or distribution of, the Shares, and no other person, firm or entity has or will have any beneficial interest in the Shares. (h) The Purchaser will cooperate in filing, or authorizing the filing on the Purchaser’s behalf, of any report or form required by the Commission or any applicable state securities lawagencies to be filed in connection with the purchase of the Shares. (i) The person(s) executing this Agreement, has the right, power, authority and capacity to sign and deliver this Agreement and perform all obligations hereunder on behalf of the Purchaser. The Purchaser understands, represents and warrants that this Agreement is binding on the Purchaser and enforceable in accordance with its terms. (j) The Purchaser, if a business entity, represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Purchaser. The Purchaser, if a business entity, was not formed for the specific purpose of acquiring the Shares to which this Agreement relates. (k) The Purchaser is presently a bona fide resident of the state set forth on the signature page hereof and the address set forth thereon is the Purchaser’s true and correct residence. The Purchaser has no present intention of distributing becoming a resident of any other state or jurisdiction. (l) The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (m) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Purchaser has had a pre-existing relationship with the Trust prior to contemplating an investment contemplated herein. (n) Purchaser acknowledges that he is a sophisticated investor familiar with investments of this type and assumption of investment risks associated therewith and further acknowledges that the Trust is entering into this Agreement with Purchaser in reliance on this acknowledgment and with Purchaser’s understanding, acknowledgment and agreement that the Trust is in possession of material non-public information regarding the Trust (the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Purchaser, when making investment decisions, including the decision to enter into this Agreement, and Purchaser’s decision to enter into this Agreement is being made with full recognition and acknowledgment that the Trust is in possession of the Non-Public Information that it has not disclosed to Purchaser. (o) Purchaser hereby acknowledges that he has reached his own decision to buy the Shares relying exclusively on his own due diligence review, notwithstanding the Trust’s possession of, and nondisclosure of, the Non-Public Information. Purchaser (i) waives any claim, or potential claim, he has or may have against the Trust or its affiliates, successors or assigns relating to the Non-Public Information, (ii) is aware of the effects of such Securities in violation waiver, and (iii) is willing to proceed with the purchase of the Securities Act Shares on this basis. (p) Purchaser specifically acknowledges that the Trust has not released its financial results for the fourth quarter of, or full year for, its fiscal year ended January 31, 2017, and that any applicable state securities law and such release may include information that could be material to a reasonable investor, such as Purchaser. Purchaser has no arrangement or understanding with any other persons regarding determined to purchase the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities Shares pursuant to this Agreement expressly acknowledging that the Registration Statement or otherwise in compliance with applicable federal Trust has not yet released such financial results. (q) Purchaser agrees and state securities laws) in violation acknowledges that the provisions of this Section are being provided by Purchaser expressly for the benefit of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of Trust and its business. Such Purchaser does not have any agreement or understandingaffiliates, directly or indirectly, with any Person to distribute any of the Securitiessuccessors and assigns.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, partnership or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the Transaction Documents to which it is a party and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or if such Purchaser is not a corporation, such partnership, limited liability company or other applicable similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of this Agreement by such Purchaser and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar action other applicable like action, on the part of such Purchaser. Each Transaction Document to which it is a party has been (or, in the case of the Investor Rights Agreement, will be at the Closing) duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication. (b) Own Account. The execution, delivery and performance by such Purchaser of this Agreement and the Investor Rights Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder. (c) Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to to, or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawlaws, has no present intention provided, however, that by making the representations herein, such Purchaser does not agree to hold any of distributing the Securities for any minimum period of time and reserves the right, subject to the provisions of this Agreement, the Certificate of Designations and the Investor Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities in violation of pursuant to an effective registration statement under the Securities Act or any applicable state securities law under an exemption from such registration and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not presently have any agreement agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to or through any Person; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer. (d) At the time such Purchaser was offered the Preferred Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. (e) Such Purchaser is not purchasing the Preferred Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (f) Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the current time, is able to afford a complete loss of such investment. (g) Such Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in the Transaction Documents. (h) Other than with respect to the transactions contemplated herein, since the time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Trading Affiliate of such Purchaser has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). (i) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. (j) Such Purchaser has independently evaluated the merits of its decision to purchase the Preferred Shares pursuant to the Transaction Documents. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Preferred Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Preferred Shares. (k) Such Purchaser understands that the Preferred Shares 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 Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Preferred Shares. (l) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency 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. (m) None of the Purchasers or their Trading Affiliates beneficially own any Common Stock or Equity Interests of the Company (other than pursuant to the Transaction Documents). (n) Such Purchaser’s offices in which its investment decision with respect to the Preferred Shares was made are located at the address set forth for notices to be delivered to such Purchaser in Section 6.3. The Company and each of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself hereby severally and for no other Purchaser, not jointly represents and warrants as of the date hereof and as of the Closing Date to the Company as followsto itself only that: (a) Organization; Authority. Such Purchaser is an entity is: a bona fide resident of the state contained in the address set forth on the signature page as such Purchaser’s address; at least 21 years of age; and legally competent to execute this Agreement. This Agreement has been duly organizedexecuted and delivered by such Purchaser and, validly existing assuming the authorization, execution and delivery of this Agreement by each other party hereto, constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in good standing under accordance with its terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into general applicability affecting creditors’ rights generally and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. general equitable principles. (b) The execution, delivery and performance by such Purchaser of this Agreement and the other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on such Purchaser. (c) Such Purchaser has such knowledge and prior substantial investment experience in financial and business matters, including investment in non-listed and non-registered securities, and has had the opportunity to review the SEC Documents and evaluated and understands the merits and risks of investment in the Company and the Purchased Securities. (d) Such Purchaser acknowledges that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company or the Purchased Securities, (ii) such Purchaser may not be able to liquidate his investment; (iii) transferability of the Securities is extremely limited; (iv) in the event of a disposition of the Purchased Securities, such Purchaser could sustain the loss of its entire investment and (v) the Company has not paid any dividends on the Common Stock since inception and does not anticipate the payment of dividends on the Common Stock in the foreseeable future. (e) Such Purchaser represents that she or it is able (i) to bear the economic risk of this investment, (ii) to hold the Purchased Securities for an indefinite period of time, and (iii) presently to afford a complete loss of her investment; and represents that she has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect such Purchaser’s ability to provide for her or its current needs and possible financial contingencies, and that her commitment to all speculative investments is reasonable in relation to her net worth and annual income. (f) Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Specifically, the undersigned is (check appropriate item(s)): (i) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Exchange Act; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. (ii) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (iii) An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. (iv) A director or executive officer of the Company. (v) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000. (vi) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. (vii) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment). (viii) An entity in which all of the equity owners are accredited investors. (If this alternative is checked, the undersigned must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an accredited investor.) (g) Such Purchaser and her or its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Purchased Shares which have been requested by such Purchaser. Such Purchaser and her advisors, if any, have been afforded the opportunity to ask questions of the Company and have received satisfactory answers to any such inquiries. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or her representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the materials furnished to her and the Company’s representations and warranties contained in the Transaction Agreements. (h) Such Purchaser is not subscribing for the Purchased Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company with which such Purchaser had a pre-existing relationship in connection with investments in securities generally. (i) Such Purchaser is acquiring the Purchased Securities solely for such Purchaser’s own account for investment and not with a view to or for sale in connection with a distribution of any of the Securities. (j) Such Purchaser does not have a present intention to sell any of the Purchased Securities, nor a present arrangement or intention to effect any distribution of any of the Purchased Securities to or through any person or entity for purposes of selling, offering, distributing or otherwise disposing of any of the Purchased Securities. (k) Such Purchaser may be required to bear the economic risk of the investment indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Securities can be made only pursuant to (i) a registration statement under the Securities Act which is effective and current at the time of sale or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, such Purchaser will, prior to any offer or sale or distribution of any Securities advise the Company and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance reasonably satisfactory to counsel to the Company, as to the applicability of such exemption to the proposed sale or distribution. (l) Such Purchaser understands that the exemption afforded by Rule 144 promulgated by the SEC under the Securities Act (“Rule 144”) will not become available with respect to any Purchased Securities for at least six months from the date of payment for such Securities and any sales in reliance on Rule 144, if then available, can be made only in accordance with the terms and conditions of that rule, including, among other things, a requirement that the Company then be subject to, and current, in its periodic filing requirements under the Exchange Act, and, among other things, a limitation on the amount of shares of Common Stock that may be sold in specified time periods and the manner in which the sale can be made; and that, in case Rule 144 is not applicable to a disposition of the Purchased Securities, compliance with the registration provisions of the Securities Act or some other exemption from such registration provisions will be required. (m) Such Purchaser acknowledges that at such time, if ever, as any of the Purchased Securities are registered, sales of such Purchased Securities will be subject to applicable non-United States and state securities laws. (n) Such Purchaser represents and warrants that she has not engaged, consented to nor authorized any broker, finder or intermediary to act on her behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on and the part of such Purchaser. Each other Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawAgreements. (bo) Own Account. Such Purchaser understands that the legends set forth in Section 1 shall be placed on the certificates evidencing the Purchased Securities are "restricted securities" and to the effect that the Purchased Securities have not been registered under the Securities Act or any applicable state securities law laws and is acquiring appropriate notations thereof will be made in the Securities as principal for its own account and not Company’s stock books. Stop transfer instructions may be placed with a view to or for distributing or reselling such Securities or any part thereof in violation the transfer agent of the Purchased Securities. (p) Such Purchaser understands that the Purchased 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 are being offered and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant sold to the Registration Statement or otherwise undersigned in compliance with applicable federal reliance on specific exemptions from the registration requirements of United States Federal and state securities laws) in violation laws and that the Company is relying upon the truth and accuracy of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingrepresentations, directly or indirectlywarranties, with any Person to distribute any agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire the Purchased Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself severally and for no other Purchasernot jointly, represents and warrants to, and agrees with the Corporation that, as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is and this Agreement constitutes a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application relating to or affecting enforcement of creditors' creditor's rights generally, and general equitable principles (ii) as limited by laws relating to the availability of specific performance, injunctive relief whether considered in a proceeding in equity or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable at law). (b) Own Account. If the Purchaser is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all the requisite power and authority to purchase the Shares as provided herein, and (ii) such investment has been duly authorized by all necessary action on behalf of the Purchaser. (c) If the Purchaser is purchasing the Shares in a representative or fiduciary capacity, the representations and warranties contained herein (and in any other written statement or document delivered to the Corporation in connection herewith) shall be deemed to have been made on behalf of the person or persons for whom such Shares are being purchased. (d) Such Purchaser is purchasing the Shares for Purchaser's own account and not with a view to or for sale in connection with any distribution thereof in a transaction that would violate or cause a violation of the Securities Act or the securities laws of any state or any other applicable jurisdiction. The Purchaser has no present intention of selling the Shares, granting any participation interest in the Shares or otherwise distributing the Shares, in each case in violation of the Securities Act. If the Purchaser is an entity, the Purchaser has not been organized solely for the purpose of acquiring the Shares. Purchaser is not a broker dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered. (e) Such Purchaser is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act and understands and agrees that the Securities are "restricted securities" offer and sale of the Shares to Purchasers hereunder have not been registered under the Securities Act or any applicable state securities law in reliance on the availability of an exemption from such registration requirements based in part on the accuracy of the Purchaser's representations in this Section 4.2. (f) In the normal course of such Purchaser's business or affairs, Purchaser invests in or purchases securities similar to the Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares. Purchaser has received and has carefully reviewed the Disclosure Materials and understands the information contained therein. Purchaser understands that the Disclosure Materials contain certain "forward-looking" information regarding the Corporation and its business, and that the Corporation's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Purchaser has had access to such financial and other information concerning the Corporation as Purchaser deemed necessary or desirable in making a decision to purchase the Shares, including an opportunity to ask questions and receive answers from officers of the Corporation and to obtain additional information (to the extent the Corporation possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Purchaser or to which Purchaser had access. (g) Such Purchaser is not relying on the Corporation or any of its affiliates with respect to an analysis or consideration of the terms of or economic considerations relating to an investment in the Shares. In regard to such considerations and analysis, the Purchaser has relied on the advice of, or has consulted with, only his, her or its own advisors, other than those advisors of the undersigned affiliated with the Corporation or any of its affiliates or the Corporation's placement agent. (h) Such Purchaser acknowledges and is acquiring aware that there are substantial restrictions on the transferability of the Shares. Purchaser understands that the Shares have not been registered under the Securities as principal for its own account Act and are "restricted securities" within the meaning of Rule 144 and may not with a view to be sold, transferred, or for distributing or reselling such Securities or any part thereof in violation otherwise disposed of without registration under the Securities Act or an exemption therefrom. Furthermore, Purchaser acknowledges that each certificate evidencing the Shares purchased hereunder will bear a legend substantially to the effect set forth below, and each Purchaser covenants that, except to the extent such restrictions are waived by the Corporation, such Purchaser shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate: 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 OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Purchaser understands that except as provided in the Registration Rights Agreement, Purchaser has no right to require that the Shares be registered under the Securities Act. The legend set forth above shall be removed and the Corporation shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if, unless otherwise required by state securities lawlaws, has no present intention (i) such Shares are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Corporation with an opinion of distributing any counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of such Securities in violation the Shares may be made without registration under the applicable requirements of the Securities Act Act, or (iii) such holder provides the Corporation with reasonable assurance that the Shares can be sold, assigned or transferred pursuant to Rule 144 of the Securities Act. If the Corporation shall fail for any reason or for no reason to issue to the holder of the Shares within three (3) business days (after the occurrence of any of (i) through (iii) above, a certificate without such legend to the holder or to issue such Shares to such holder by electronic delivery at the applicable state securities law balance account at DTC, and has no arrangement if on or understanding after such business day the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of such Shares that the holder anticipated receiving without legend from the Corporation (a "Buy-In"), then the Corporation shall, within three (3) business days after the holder's request and in the holder's discretion, either (i) pay cash to the holder in an amount equal to the holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Corporation's obligation to deliver such unlegended Shares shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Shares as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price on the date of exercise. (i) Each Purchaser represents and warrants that it is not required to obtain, prepare or file any authorization, approval, consent, filing or registration with any federal Governmental Authority in order to consummate the Transactions at the Closing Date. (j) Purchaser did not learn of the investment in the Shares by means of any formal general or public solicitation or general advertising or publicly disseminated advertisements or sales literature, including (i) any advertisement, articles, notices or other persons regarding communication published in any newspaper, magazine or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the distribution foregoing means of such Securities communications. (this representation k) Each Purchaser understands that the Shares are being offered and warranty not limiting such Purchaser's right sold to sell it in reliance upon specific exemptions from the Securities pursuant to the Registration Statement or otherwise in compliance with applicable registration requirements of United States federal and state securities lawslaws and that the Corporation is relying upon the truth and accuracy of, and such Purchaser's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchasers set forth in this Section 4.2 in order to determine the availability of such exemption and the eligibility of the Purchaser to acquire the Shares. (l) Such Purchaser acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation that (i) an investment in the Corporation is not without risk (and specific reference is made to the "Risk Factors" discussion included in "Risk Factors" of the Corporation's Prospectus Supplement, dated June 30, 2009, to the Prospectus, dated June 26, 2009) and (ii) in violation the event of a disposition of the Securities Act or any applicable state securities law. Such Shares, the Purchaser is acquiring could sustain the Securities hereunder in the ordinary course loss of its business. Such entire investment. (m) Except for such transactions as contemplated by the last sentence of this Section 4.2(m), no Purchaser, nor any affiliate, foreign or domestic, with whom such Purchaser does not have any agreement or understandinghas engaged in communications relating to the Transactions, has directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the undersigned, engaged in any transactions in the securities of the Corporation (including, without limitation, any Short Sales (as defined below) involving the Corporation's securities) since the date that the undersigned was first contacted by the Corporation or the Corporation's placement agent or any person acting on their behalf regarding the investment in the Corporation contemplated by this Agreement, other than transactions by an affiliate of a Purchaser initiated solely by Persons to whom no communication with respect to the Transactions were made by such Purchaser or by any other Person associated with any Person to distribute any such affiliate. For purposes of this paragraph, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 of Regulation SHO adopted under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker-dealers or foreign regulated brokers having the effect of hedging the securities of the SecuritiesCorporation or the investment contemplated under this Agreement. Each Purchaser covenants that neither it, nor any person acting on its behalf or pursuant to any understanding with it, will engage in any transactions in the securities of the Corporation (including Short Sales) prior to the time that the Transactions contemplated by this Agreement are publicly disclosed by the Corporation.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other PurchaserPurchaser hereby, represents and warrants to the Company as follows as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder hereunder, and thereunder. The execution, the execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, limited liability company, partnership or similar action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bi) Own Account. If such Purchaser is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers the Securities or has in its possession or distributes any offering material, in all cases at its own expense and (ii) no agent of the Company has been authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Securities, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (c) Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act no United States federal or state agency or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to other government or for distributing governmental agency has passed on or reselling such Securities made any recommendation or any part thereof in violation endorsement of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation the fairness or suitability 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 Securities (this representation and warranty not limiting such Purchaser's right to sell investment in the Securities pursuant to nor have such authorities passed upon or endorsed the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation merits of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any offering of the Securities. (d) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Purchaser. (e) Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers severally represents and warrants as of to, and agrees with, the date hereof and as of the Closing Date to Guarantor, the Company and the Trust as follows: (a) Organization; Authority. Such Purchaser 5.1 Each of the Purchasers is an entity duly organized, validly existing and in good standing under the its respective laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser organization. 5.2 Each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on Purchasers understands and acknowledges that the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such PurchaserPreferred Securities, the Notes and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except Indenture Guarantee (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable state securities law and is acquiring law, (ii) are being offered for sale by the Trust in transactions not requiring registration under the Securities as principal Act and (iii) may not be offered, sold, pledged or otherwise transferred by the Purchasers except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto. 5.3 Each of the Purchasers has all requisite power and authority to enter into this Agreement. 5.4 Each of the Purchasers represents and warrants that it is purchasing the Preferred Securities for its own account and not with a view to to, or for distributing offer or reselling such Securities or sale in connection with, any part distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any applicable state securities law, has no present intention requirement of distributing law that the disposition of its property be at all times within its control and subject to its ability to resell such Preferred Securities pursuant to an effective registration statement under the Securities Act or under Rule 144A or any of such Securities in violation of other exemption from registration available under the Securities Act or any other applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring Each of the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute Purchasers understands that no public market exists for any of the Preferred Securities, and that it is unlikely that a public market will ever exist for the Preferred Securities. 5.5 Neither the Purchasers, nor any of the Purchasers' affiliates, nor any person acting on the Purchasers' or the Purchasers' affiliates' behalf, has engaged or will engage, in any form of "general solicitation or general advertising" (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Preferred Securities. 5.6 Each of the Purchasers represents and warrants that (a) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary; (b) it has had a reasonable opportunity to ask questions of and receive answers from officers and representatives of the Guarantor and the Sellers concerning their respective financial condition and results of operations and the purchase of the Preferred Securities and any such questions have been answered to its satisfaction; (c) it has had the opportunity to review all publicly available records and filings concerning the Guarantor and the Sellers and it has carefully reviewed such records and filings that it considers relevant to making an investment decision; and (d) it has made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by the Guarantor and the Sellers. 5.7 Each of the Purchasers represents and warrants that it is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (a) unless as of a specific date therein): Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) . Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Common Stock it will be either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Such Purchaser does is not have any agreement or understanding, directly or indirectly, with any Person required to distribute any be registered as a broker-dealer under Section 15 of the SecuritiesExchange Act.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date following to the Company as followsand the Partnership: (a) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into this Agreement, the Subscription Agreement and the Partnership Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and thereby. Each of the Transaction Documents Agreement, the Subscription Agreement and otherwise to carry out its obligations hereunder the Partnership Agreement and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such each Purchaser, and when delivered by such Purchaser in accordance with each of this Agreement, the terms hereofSubscription Agreement and the Partnership Agreement is a legal, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it the purchaser in accordance with its terms, except (i) as enforcement thereof may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors' rights generally, and except as enforcement thereof is subject to general principles of equity (ii) as limited by laws relating to whether applied in a proceeding at law or in equity), and except that enforcement of the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions of this Agreement may be limited by or denied on the basis of federal or applicable lawstate securities laws and the public policies underlying such laws. (b) Own AccountEach Purchaser and, if he has engaged one, Purchaser Representative (as defined in the Subscription Agreement) have been furnished, prior to the date hereof, a copy of the Offering Documents (as defined in the Subscription Agreement), (ii) the Company has made available to the Purchaser and his Purchaser Representative (if any) the opportunity to ask questions of, receive answers and to obtain any additional information necessary to verify the accuracy of the information set forth in the Offering Documents, and the Purchaser and his Purchaser Representative (if any) did receive all such information from the Company concerning the terms and conditions of the offering and (iii) each Purchaser and his Purchaser Representative (if any) together have such knowledge and experience in financial and business matters necessary to be able to analyze the merits and risks of this investment. (c) The Purchaser recognizes that an investment in the Company is a speculative investment involving a high degree of risk. (d) Each Purchaser has adequate net worth and means of providing for current needs and possible personal contingencies, and has no need, and anticipates no need in the foreseeable future, to sell the Preferred (or the Common Stock issuable upon exercise) for which such Purchaser hereby subscribes. Such Each Purchaser understands is able to bear the economic risk of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Preferred (and the Common Stock issuable upon conversion) for an indefinite period of time and has a sufficient net worth to sustain a loss of the entire investment in the Company in the event such loss should occur. (e) Each Purchaser is acquiring the Preferred for his own account for investment and not for the benefit of any other person or with a view toward resale or redistribution in a manner which would require registration under the 1933 Act, and such Purchaser does not now have any reason to anticipate any change in circumstances or other particular occasion or event which would cause such Purchaser to sell the Preferred (or the Common Stock issuable upon conversion). (f) Each Purchaser received no representations or warranties (other than any contained in this Agreement) from the Company or its employees or agents, or any other person and, in making my investment decision, and such Purchaser is relying solely on the information contained in the Offering Documents and investigations made by such Purchaser or (if applicable) his Purchaser Representative. (g) Each Purchaser acknowledges that there are substantial restrictions on the Securities are "restricted securities" transferability of the Preferred (and have the Common Stock issuable upon the conversion thereof). Since the Preferred (and the Common Stock issuable upon conversion thereof) will not been be, and the Purchaser has no right to require that they be registered under the Securities 1933 Act or any qualified pursuant to applicable state securities law (except as provided in this Agreement), the Preferred (and the Common Stock issuable upon conversion thereof) may not be, and each Purchaser agrees that they shall not be sold unless such sale is acquiring exempt from such registration under the Securities 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 1933 Act, the Securities Act or of Texas and any other applicable state securities law, has Blue Sky law or regulation. Each Purchaser further acknowledges that the Company is under no present intention of distributing obligation to aid me in obtaining any of exemption from the registration requirements. Each Purchaser acknowledges that 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in Purchaser shall be responsible for compliance with applicable federal all conditions on transfer imposed by any securities administrator of any state and state securities laws) for any expenses incurred by the Company for legal or accounting services in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder connection with reviewing such a proposed transfer and/or issuing opinions in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesconnection therewith.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserShares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document By executing this Agreement, each Purchaser further represents that such Purchasers does not have any contract, undertaking, agreement or arrangement with any person to which it is a party has been duly executed by such Purchasersell, and when delivered by such Purchaser in accordance transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ("TRANSFERRED") IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. IN THE ABSENCE OF SUCH REGISTRATION, SUCH SHARES MAY NOT BE TRANSFERRED UNLESS, IF THE COMPANY REQUESTS, THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. The legend set forth above may be removed if and when the Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Shares, the Warrants and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchasers will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Shares, the Shares or the Warrant Shares. (c) Each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. No Purchasers learned of the opportunity to purchase Shares or any applicable state securities law. Such other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is acquiring able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities hereunder to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchasers, enforceable against the Purchasers in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the ordinary course purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchasers under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, or understandingcontrolling persons has taken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("THIRD PARTY Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchasers by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchasers hereby consents to such reliance. (k) Each Purchaser acknowledges that, in consideration of the financial accommodations provided by the Linsang Group pursuant to the Common Stock Purchase Agreement, that the Company shall sell, for $0.001 per share, to members of the Lingsang Group warrants, exercisable at $2.50 per share, to purchase two shares of Company Common Stock for every share of Common Stock sold by such member of the Linsang Group to the Purchasers pursuant to the Common Stock Purchase Agreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company, acknowledging that the Company is relying upon the accuracy and completeness of the representations and warranties set forth herein to, among other things, ensure that registration under Section 5 of the Securities Act is not required in connection with the sale of the Securities hereby, as follows: (a) Organization; Authority. Such Purchaser Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only 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 lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) : Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Investment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only 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 lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Experience of such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each of the Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants as of the date hereof to, and as of the Closing Date to agrees with, the Company as follows: (a) Organization; Authority. Such No consent, approval, authorization, or order of any court, governmental agency or body, or arbitrator having jurisdiction over the Purchaser is an entity duly organizedrequired for execution of this Agreement, validly existing and in good standing under including, without limitation, the laws purchase of the jurisdiction of its organization with full rightShares, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law's obligations hereunder. (b) Own AccountThe Purchaser understands that no federal or state agency has passed on or made any recommendation or endorsement of the Shares. (c) The Company has given the Purchaser the opportunity to have answered all of the Purchaser's questions concerning the Company and its business and has made available to the Purchaser all information requested by the Purchaser which is reasonably necessary to verify the accuracy of other information furnished by the Company. Such The 160 Purchaser has received and evaluated all information about the Company and its business which the Purchaser deems necessary to formulate an investment decision, and does not desire any further information. (d) The Purchaser understands that the Securities Shares are "restricted securities" being offered and sold to it in reliance on specific exemptions or non-application from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions or non-applications and the suitability of the Purchaser to acquire the Shares. (e) The Purchaser is aware that the Shares have not been registered under the Securities Act or any applicable state securities law by reason of their issuance in a transaction exempt from the registration and is acquiring the Securities 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 prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and Regulation D thereof, and that they must be held by the Purchaser for an indeterminate period and the Purchaser must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction certain conditions, including, among other things the existence of a public market for the Shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any applicable three-month period not exceeding specified limitations. The Purchaser is also aware that, while many of the restrictions of Rule 144 do not apply to the resale of shares by a person who owned those shares for at least three years prior to their resale and who is not an "affiliate" (within the meaning of Rule 144(a)) of the issuer and has not been an affiliate of the issuer for at least three months prior to the date of resale of the restricted securities, the Company does not warrant or represent that you are not an affiliate as of the date of this Agreement or that you will not be an affiliate at any relevant times in the future. (f) Each instrument representing the Shares may be endorsed with the following legends: (i) THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCHSALE, TRANSFER, ASSINGMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. (ii) Any other legend required by California or other state securities lawlaws. The Company need not register a transfer of legended Shares, has no present intention and may instruct its transfer agent not to register the transfer of distributing any the Shares, unless one of the conditions specified in the foregoing legends is satisfied. (g) Any legend endorsed on an instrument pursuant to Section 4(f) hereof and the stop transfer instructions with respect to such Shares shall be removed, and the Company shall issue an instrument without such legend to the holder of such Shares if such Shares are registered under the Securities in violation Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or any applicable state securities law and has no arrangement if such holder provides the Company with an opinion of counsel for such holder of the Shares, reasonably satisfactory to the Company, to the effect that a public sale, transfer or understanding with any other persons regarding the distribution assignment of such Securities Shares may be made without registration. 161 (this representation and warranty not limiting such h) The Purchaser is either (i) acquiring the Shares for the Purchaser's right to sell own account; or (ii) for the Securities pursuant to account of another for which the Registration Statement or otherwise Purchaser acts as a fiduciary, in compliance with applicable federal which case the Purchaser will so advise the Company. If acting as a fiduciary, the Purchaser makes the representations, warranties, and state securities laws) in violation covenants as set forth herein on its own behalf and as agent for and on behalf of the Securities Act or any applicable state securities lawsuch other party. Such The Purchaser is acquiring the Securities hereunder Shares for investment and without any present intention to engage in a distribution thereof. (i) The Purchaser has the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person knowledge and experience in financial and business matters to distribute any evaluate the merits and risks of the Securitiesproposed investment. (j) The Purchaser is an "Accredited Investor" as that term is defined under Rule 501 adopted pursuant to the Securities Act. "Accredited Investors" are defined in Rule 501 to include among others: (1) Various specified institutional investors (such as banks, savings and loan associations, licensed brokers or dealers, insurance companies, investment companies, small business investment companies, employee benefit plans having assets in excess of $5,000,000, and self-directed plans having investment decisions made solely by persons that are Accredited Investors);

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such If such Purchaser is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full rightthe requisite corporate, corporate partnership or partnership other power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The executionIf such Purchaser is an entity, the execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar action other applicable like action, on the part of such Purchaser. Each Transaction Document to which it If such Purchaser is a party an entity, each of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities Shares are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Shares as principal for its own account and not with a view to to, or for distributing or reselling such Securities Shares or any part thereof in violation of the Securities Act or any applicable state securities lawlaws, has no present intention of distributing provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares for any minimum period of time and reserves the right at all times to sell or otherwise dispose of all or any part of such Securities in violation of Shares pursuant to an effective registration statement under the Securities Act or any applicable state securities law under an exemption from such registration and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities Shares hereunder in the ordinary course of its business. Such Purchaser does not presently have any agreement agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the SecuritiesShares to or through any person or entity.

Representations and Warranties of the Purchasers. Each Purchaser herebyfor ------------------------------------------------ itself, for itself severally and for no other Purchasernot jointly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing represents and in good standing under warrants to the laws of Company that (i) the jurisdiction of its organization with Purchaser has full right, corporate or partnership power power, authority and authority capacity to enter into this Agreement and to consummate the transactions contemplated by hereby and has taken all necessary action to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement, and (ii) this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is constitutes a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, the Purchaser enforceable against it the Purchaser in accordance with its terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' and contracting parties' rights generally, (ii) generally and except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions enforceability may be limited by applicable subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchasers herein may be legally unenforceable. (b) Own Account. Such Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Common Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Common Shares. (c) Such Purchaser is acquiring the Common Shares subscribed for hereunder for its own account as principal, for investment purposes and not with a view to any distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. Such Purchaser further understands and acknowledges that the offer and sale of the Common Shares to the Purchaser pursuant to this Agreement will not be registered under the Securities Act or any foreign or state securities laws on the assumption that the offer and sale of the Common Shares to the Purchasers are exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D thereunder and that the Company's reliance upon such exemption is predicated upon such Purchaser's representations set forth in the Agreement. (d) Such Purchaser is an "restricted securitiesaccredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act, and by virtue of such Purchaser's experience in financial and business matters, is capable of evaluating the merits and risks of such Purchaser's investment in the Common Shares, has the ability to bear the economic risks of such an investment, including a complete loss of the investment, and has the capacity to protect the Purchaser's own interests. For purposes of the requirements of state securities laws, such Purchaser represents that it is solely a resident of the state set forth opposite its name on Schedule I hereto and that the offer and purchase of the Common Shares pursuant hereto has and will occur solely in such state. (e) Such Purchaser acknowledges that the certificates representing the Common Shares shall bear a legend substantially as set forth below indicating the restrictions on transfers to which the Common Shares are subject, and instructions shall be given to the transfer agent for the Common Stock that no transfer is to be effected except in compliance with such transfer restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION FROM REGISTRATION SATISFACTORY TO THE ISSUER OF COMPLIANCE WITH THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE SECURITIES ACT. (f) Because the Common Shares have not been registered under the Securities Act or any applicable foreign or state securities law and is acquiring laws, such Purchaser acknowledges that the Securities as principal for its own account and economic risk of the investment must be borne indefinitely by such Purchaser, the Common Shares cannot with a view to or for distributing or reselling such Securities or any part thereof in violation of be sold by the Purchaser unless subsequently registered under the Securities Act and such laws or any applicable state securities lawunless an exemption from such registration is available, and while the Company intends to file a registration statement covering the Common Shares for public resale as set forth in Section 4 below, there is no assurance that the Common Shares will in fact be so registered. (g) Such Purchaser hereby acknowledges that the Company has no present intention made available to such Purchaser such books, records, corporate documents and all other information as Purchaser has requested and considers necessary to evaluating the merits and risks of distributing any of such Securities an investment in violation of the Securities Act or any applicable state securities law Common Shares. Each Purchaser acknowledges that it has been afforded the opportunity to ask questions concerning the Company and has no arrangement or understanding with any other persons regarding received satisfactory answers thereto, to obtain all additional information that it has requested and to request and receive all documents concerning the distribution Company and the terms and conditions of such Securities (this representation and warranty not limiting such Purchaser's right investment. Such Purchaser acknowledges that it has not been offered the Common Shares by any means of general solicitation or advertisement, and that no commission or sales charge is payable by the Purchaser to sell any third party in connection with the Securities purchase of the Common Shares. (h) Such Purchaser recognizes that investment in the Common Shares involves a high degree of risk. In evaluating the suitability of an investment in the Common Shares, such Purchaser has not (i) relied upon any representations or other information (whether oral or written) other than (A) the representations and warranties set forth in this Agreement, (B) the documents and answers to questions furnished to such Purchaser by the Company (or its designated representatives) and (C) the Company' filings made pursuant to the Registration Statement Exchange Act, or otherwise in compliance with applicable federal and state securities laws(ii) in violation relied upon any projections or predictions as to the future business or financial performance of the Securities Act or any applicable state securities lawCompany which the Company has not disclosed to the public. Such Purchaser is acquiring aware that no federal or state agency has made any finding or determination as to the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any fairness of the SecuritiesCommon Shares for investment, nor any recommendation or endorsement of the Common Shares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly, hereby represents and warrants on behalf of itself to the Company as of the date hereof of this Agreement and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser Purchaser, if an entity, is an entity duly organized, validly existing and in good standing and validly existing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. organization. (b) The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' ’ rights generally, (ii) as limited by laws applicable equitable principles relating to the availability of specific performanceenforceability (whether considered in a proceeding at law or in equity), injunctive relief or other equitable remedies and (iii) insofar as indemnification and with regard to any indemnity or contribution provisions may be limited by applicable lawprovision, federal or state securities laws or considerations of public policy. (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Shares being purchased by the Purchaser and have not been registered to enter into and perform its other obligations under the Securities Act or any applicable state securities law Agreement and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) The Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act or any applicable state securities lawAct, and such Purchaser 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing such Shares in violation of applicable federal and state securities laws. Such Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act, and such Purchaser’s and its Affiliates’ beneficial ownership of Common Stock will not exceed 9.99% of the outstanding Common Stock immediately following the Closing. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Shares are characterized as “restricted securities” under the U.S. 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 Securities Act only in certain limited circumstances. (g) Such Purchaser understands that the Shares 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 Company is relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares. (h) Such Purchaser understands that any certificates, instruments, or book entries may be notated with one or all of the following legends: (i) “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.” (ii) Any legend required by the Applicable Laws of any Person state or other jurisdiction to distribute the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry so legended. (i) Such Purchaser has (i) received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) all the information from the Company and its management that the Purchaser considers necessary or appropriate for deciding whether to purchase the Shares hereunder, including the SEC Reports and (ii) had an opportunity to ask questions and receive answers from the Company regarding the Company, its financial condition, results of operations and prospects, and the terms and conditions of the offering of the Shares sufficient to enable it to evaluate its investment; provided that the foregoing does not limit or modify the representations and warranties made by the Company in Section 3.1 of this Agreement or the right of each of the Purchasers to rely thereon. (j) Such Purchaser did not learn of the offering and sale of the Shares as a result of any general solicitation or general advertising. (k) Such Purchaser (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in comparable companies, and (ii) is an “accredited investor” as such term is defined in Regulation D and either qualifies as (A) an institutional “accredited investor” described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (B) a “qualified institutional buyer” (“QIB”) as such term is defined in Rule 144A under the Securities Act or an entity comprised exclusively of QIBs. Such Purchaser has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Exhibit B (the “Investor Questionnaire”), which such Purchaser represents and warrants is true, correct and complete. Such Purchaser has not taken any of the Securitiesactions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (l) Such Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (m) Since the date on which the Company or its representatives first engaged in discussions with the Purchaser about the sale of the securities contemplated by this Agreement until the transactions contemplated by this Agreement are first publicly disclosed by the Company, such Purchaser has not and will not directly or indirectly, nor has or will any person acting on behalf of or pursuant to any understanding with each Purchaser, disclosed or disclose any information regarding the transactions contemplated hereby to any third parties (other than such Purchaser’s legal, accounting and other advisors to whom such information may have been disclosed on a confidential and “need to know” basis) or directly or indirectly engaged or engage in, or caused or cause any person to engage in, any transactions in or relating to the securities of the Company (including, without limitation, any short sales (as defined in Rule 200(a) of Regulation SHO) or hedging transactions involving or relating to the Company’s securities). Until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction, including the existence and terms of this transaction, other than disclosures to such Purchaser’s legal, accounting and other advisors to whom any such information may have been disclosed on a confidential and “need to know” basis. Each Purchaser understands and acknowledges that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. (n) Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any executive order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity targeted by any OFAC sanctions program, (ii) an entity owned fifty percent (50%) or more, directly or indirectly, by one or more persons or entities on the OFAC List, (iii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. The Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to purchase the Shares were legally derived. The Purchaser agrees that, at or prior to the Closing, such Purchaser shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or Internal Revenue Service Form W-8BEN-E, as applicable. (o) Such Purchaser has access to cash in an amount sufficient to pay to the Company the purchase price as set forth opposite such Purchaser’s name on Schedule 1 hereto. (p) Such Purchaser acknowledges that the Company and the Placement Agents will rely upon the truth and accuracy of, and the compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein. (q) There is no broker, investment banker, financial advisor, finder or other person which has been retained by or is authorized to act on behalf of such Purchaser who might be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. (r) Such Person is not relying and has not relied on any representations or warranties whatsoever regarding the Company, express or implied, except for the representations and warranties in Section 3.1. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company. In connection with the due diligence investigation of the Company by Purchaser, Purchaser and its Affiliates, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors certain information regarding the Company. Accordingly, Purchaser hereby acknowledges and agrees that neither the Company nor any of its Affiliates, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such information unless any such information is expressly addressed or included in a representation or warranty made by the Company contained in this Agreement. In addition, such Purchaser hereby acknowledges and agrees that it has not relied upon the Placement Agents in connection with such Purchaser’s due diligence review of the Private Placement and the Company.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for (as to itself and for no other Purchaser, only) represents and warrants as of the date hereof to, and as of the Closing Date to covenants and agrees with, the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities to be acquired by it pursuant to this Agreement are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal being acquired for its own account and/or on behalf of managed accounts who are purchasing for their own accounts ("Accounts") and not for the account of any Plan (or, if such Securities are being acquired for the account of any such Plan, such acquisition does not involve a nonexempt prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code) and with a view to or for no intention of distributing or reselling such Securities or any part thereof or any securities for which the Securities may be exchanged or which may be issued upon redemption of the Securities or of the securities for which they may be exchanged in any transaction which would be in violation of the Securities Act securities laws of the United States of America or any applicable state securities lawState, has no present intention without prejudice, however, to a Purchaser's rights at all times to sell or otherwise dispose of distributing all or any part of such Securities in violation or any such other securities under a registration under the Act or under an exemption from such registration available under such Act, and subject, nevertheless, to the disposition of a Purchaser's property being at all times within its control. (b) Each Purchaser represents that no part of the funds to be used to purchase the Securities Act to be purchased by it constitutes assets allocated to any qualified trust which contains the assets of any employee benefit plan with respect to which the Company is a party in interest or disqualified person. (c) Each Purchaser (as to itself only) hereby represents to the Company and to each of the other Purchasers that unless otherwise approved by the Company as an "accredited investor" (as defined in Rule 501 of Regulation D of the Act), (i) it is an institutional investor, (ii) by reason of its business and financial experience, and the business and financial experience of those Persons, if any, retained by it to advise it with respect to its investment in the Securities, such Purchaser, together with such advisors, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment or (iii) if it is purchasing the securities to be purchased by it on behalf of accounts, it is doing so pursuant to authority granted to it by each such account; the Securities being purchased hereunder for such account are being purchased for the account of such account; the representations and warranties set forth in this Section 3.2 are true and correct as to each such account and the Securities being purchased by or for such account; and each such account will be fully bound by and subject to this Agreement in all respects as a Purchaser. Each Purchaser further represents that it or each of the accounts, as the case may be, can afford to suffer the loss of its entire investment in the Securities and is not purchasing the Securities in reliance upon any applicable state securities law and has no arrangement or understanding with investigation made by any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly, hereby represents and warrants as on behalf of the date hereof and as of the Closing Date itself to the Company as followsof the Agreement Date that: (a) Organization; Authority. Such Purchaser Purchaser, if an entity, is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser formation. (b) Each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document Note Documents to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' ’ rights generally, or (ii) as limited by laws applicable equitable principles relating to the availability of specific performance, injunctive relief enforceability (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Note Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes and Conversion Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act or any applicable state securities lawAct, and such Purchaser 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with or present intention of selling, granting any Person participation in, or otherwise distributing the Notes or Conversion Shares in violation of applicable federal and state securities laws; provided, however, nothing contained herein shall be deemed a representation or warranty by such Purchaser to distribute hold the Securities for any period of time and such Purchaser 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 Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser 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 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. (g) Such Purchaser understands that the 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 Company is relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (h) Such Purchaser has (i) received all the information from the Company and its management that the Purchaser considers necessary or appropriate for deciding whether to purchase the Notes hereunder, including the SEC Reports and (ii) had an opportunity to ask questions and receive answers from the Company regarding the Company, its financial condition, results of operations and prospects, and the terms and conditions of the offering of the Notes sufficient to enable it to evaluate its investment; provided, that the foregoing does not limit or modify the representations and warranties made by the Company in Section 3.1 of this Agreement or the right of each of the Purchasers to rely thereon. (i) Such Purchaser did not learn of the offering and sale of the Notes as a result of any general solicitation or general advertising. (j) Such Purchaser is an “accredited investor” as such term is defined in Regulation D. (k) Such Purchaser has not taken any of the Securitiesactions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. The Purchaser’s responses in the questionnaire delivered to the Company by the Purchaser related to qualification under Rule 506(d)(1) of the Securities Act are true and correct as of the Agreement Date and will remain true and correct as of the Closing Date.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance Securities being acquired by such Purchaser hereunder are being purchased for such Purchaser’s own account and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountSecurities Act. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law by reason of their contemplated issuance in transactions exempt from the registration and is acquiring the Securities 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 prospectus delivery requirements of the Securities Act or any applicable state securities lawpursuant to Section 4(2) thereof, has no present intention and that the reliance of distributing any of the Company and others upon this exemption from such Securities in violation of registration is not presently available pursuant to Rule 144 promulgated under the Securities Act or by the Commission and that in any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of event such Securities (this representation and warranty Purchaser may not limiting such Purchaser's right to sell the Securities pursuant to Rule 144 prior to the Registration Statement expiration of a one-year period after such Purchaser has acquired the Securities. (b) The principal office or otherwise in compliance with applicable federal and state securities laws) in violation residence of such Purchaser is the Securities Act or any applicable state securities lawaddress set forth on Schedule A attached hereto. Such Purchaser is acquiring an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of the investment to be made hereunder in the ordinary course of its businessby such Purchaser. Such Purchaser does not have has had access to all of the Company’s material books and records and the Company has made available to such Purchaser at a reasonable time prior to execution of this Agreement the opportunity to ask questions and receive answers concerning the terms and conditions of the sale of securities contemplated by this Agreement and to obtain any agreement additional information as may be necessary to verify the accuracy of information furnished to such Purchaser by the Company. (c) This Agreement has been duly authorized by the requisite action of such Purchaser and has been duly executed and delivered by such Purchaser, and is a valid and binding obligation of such Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or understanding, directly other similar laws affecting the enforcement of creditors’ rights generally and as to limitations on the enforcement of the remedy of specific performance and other equitable remedies. No approval of or indirectly, with consent of any Person is or was required to distribute any be obtained by such Purchaser for the authorization or execution of this Agreement or the consummation of the Securitiestransactions contemplated by this Agreement. (d) No Person has or will have, as a result of any act or omission by such Purchaser, any right, interest or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement. Such Purchaser will indemnify and hold the Company harmless against any and all liability with respect to any such commission, fee or other compensation which may be payable or determined to be payable in connection with the transactions contemplated by this Agreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the applicable Closing Date to the Company as follows: (a) Organization; Authority. Such If such Purchaser is not an individual, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The If such Purchaser is not an individual, the execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followswith respect solely to itself and not with respect to any other Purchaser that: (a) Organization; Authority. Such 5.1 Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All actions necessary to be taken by each Purchaser to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and all other agreements and instruments delivered by such each Purchaser of in connection with the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party and validly taken, and this Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with each Purchaser. This Agreement constitutes the terms hereofvalid, will constitute the valid binding and legally binding enforceable obligation of such each Purchaser, enforceable against it in accordance with its terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The execution and delivery by each Purchaser of creditors' rights generallythis Agreement and the fulfillment of and compliance with the respective terms hereof by each Purchaser do not and shall not as of the Closing conflict with or result in a breach of the terms, (iiconditions or provisions of any other agreement, instrument, order, judgment or decree to which such Purchaser is subject. 5.2 Each Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) as limited of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by it, directly or indirectly, in the United States without registration under United States federal and state securities laws relating and Purchaser understands the certificates representing such Securities will contain a legend in respect of such restrictions. 5.3 The Securities are being acquired for such Purchaser’s own account and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Each Purchaser shall not engage in hedging transactions with regard to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities unless in compliance with the Securities Act. (b) Own Account5.4 Each Purchaser understands that no United States federal or state agency or any other government or governmental agency 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. 5.5 Each Purchaser is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Such Each Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Each Purchaser understands that its investment in the Securities involves a high degree of risk. Each Purchaser has sought such accounting, legal and tax advice as each Purchaser has considered necessary to make an informed investment decision with respect to each Purchaser’s acquisition of the Securities. Each Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. 5.6 Each Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law by reason of a specific exemption therefrom, and that the Company is acquiring relying on the Securities truth and accuracy of, and each Purchaser’s compliance with, the representations and warranties and agreements of each Purchaser set forth herein to determine the availability of such exemptions and the eligibility of each Purchaser to acquire such Securities, including, but not limited to, the bona fide nature of each Purchaser’s investment intent as principal for its own account and expressed herein. 5.7 Each Purchaser did not with decide to enter into this Agreement as a view to result of any general solicitation or for distributing or reselling such Securities or any part thereof in violation general advertising within the meaning of Rule 502(c) 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesAct.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself of the Purchasers hereby jointly and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser Berkshire Fund VI Investment Corp. is an entity a corporation and Berkshire Investors LLC is a limited liability company, each duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization with Massachusetts, and each has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderthis Agreement. The execution, delivery and performance by such Purchaser of the transactions contemplated by this This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such enforceable against each Purchaser in accordance with the its terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its termsconditions, except (i) as limited by general equitable principles and to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting the enforcement of creditors' ’ rights generally, (ii) as limited by laws relating generally and to the availability of specific performance, injunctive relief or other general equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" and have not been registered is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or any applicable state securities law of 1933, as amended (the “Act”), and is acquiring financially able to hold the Securities as principal Shares for long term investment and to suffer a complete loss of its investment in the Shares. The Shares are being purchased by each Purchaser for its own account for investment purposes, and not with a view to any distribution thereof within the meaning of the Act. Each Purchaser has had the opportunity to ask questions of ATD, the Company and its subsidiaries and their officers and employees and to receive to its satisfaction such information about the business and financial condition of ATD, the Company and its subsidiaries as it considers necessary or appropriate for distributing or reselling such Securities deciding whether to purchase the Shares, and each Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Shares. (c) Each Purchaser has conducted its own diligence investigation with respect to the merits and risks associated with its investment in the Company, as well as the Merger and related financings. Notwithstanding that representatives of the Investcorp Investors may have provided information to the Purchasers (including without limitation information concerning ATD, the Merger and related matters), neither Purchaser is relying on nor has relied on any representation by Investcorp, the Investcorp Investors or any part thereof in violation affiliate or representative of Investcorp with respect to any aspect of the Securities Act Merger, the financings or the business or prospects of ATD, the Company or its subsidiaries, other than the representations and warranties of the Company hereunder. (d) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any applicable state securities lawconstitution, has no present intention statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of distributing any government, governmental agency or court to which either Purchaser is subject, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws or other constituent documents of either Purchaser or (iii) result in a breach of or constitute a default under, any material agreement, contract, lease, license, instrument, or other arrangement to which either Purchaser is a party or by which it is bound or to which any of such Securities in violation of its assets are subject. (e) Each Purchaser has the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding financial ability to pay the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell purchase price for the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesShares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants to the Company as of the date hereof of this Agreement and as of the Closing Date to (as if such representations and warranties were remade on the Company Closing Date) as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing Each of the Purchasers represents and warrants to the Company that the Preferred Stock to be acquired by it hereunder (including the Conversion Shares that it may acquire upon conversion or exercise of the Preferred Stock) are being acquired for their own account for investment and with no intention of distributing or reselling such Preferred Stock (including the Conversion Shares that it may acquire upon conversion or exercise thereof) or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit the right of each Purchaser to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect to any of the Preferred Stock. (b) Each of the Purchasers understands that the Preferred Stock (including the Conversion Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Transaction Document of the Purchasers agrees to the imprinting, so long as appropriate, of the following legend on the Preferred Stock (including the Conversion Shares that it may acquire upon conversion or exercise thereof, as the case may be): The legend set forth above may be removed if and when the Conversion Shares are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Preferred Stock, and the Conversion Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide any Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each of the Purchasers agrees that, in connection with any transfer of the Conversion Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Preferred Stock or the Conversion Shares. (c) Each of the Purchasers represents and warrants to the Company that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and that such Purchaser is not an “underwriter” within the meaning of Section 2(11) of the Securities Act. Each of the Purchasers represents and warrants to the Company that such Purchaser has not learned of the opportunity to acquire Preferred Stock or any other security issuable by the Company through any form of general advertising or public solicitation. (d) Each of the Purchasers represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a party complete loss of such investment. (e) Each of the Purchasers represents and warrants to the Company that its overall commitment to investments which are not readily marketable is not disproportionate to its net worth, and its purchase of the Preferred Stock will not cause such overall commitment to become excessive. (f) Each of the Purchasers recognizes that the purchase of the Preferred Stock involves a high degree of risk. (g) Each of the Purchasers represents and warrants to the Company that (i) the purchase of the Preferred Stock to be purchased by it has been duly and properly authorized and this Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute it or on its behalf and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generallysubject to the Enforceability Exceptions, (ii) as limited the purchase of the Preferred Stock to be purchased by it does not conflict with or violate its charter, by-laws relating or any law, regulation or court order applicable to the availability of specific performance, injunctive relief or other equitable remedies it; and (iii) insofar as indemnification and contribution provisions may the purchase of the Preferred Stock to be limited purchased by it does not impose any penalty or other onerous condition on such Purchaser under or pursuant to any applicable lawlaw or governmental regulation. (bh) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation Each of the Securities Act or any applicable state securities law, has no present intention of distributing Purchasers represents and warrants to the Company that neither it nor any of such Securities in violation of the Securities Act its directors, officers, employees, agents, partners, members, or any applicable state securities law and controlling persons has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingtaken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the Securitiesprice of the Common Stock. (i) Each of the Purchasers acknowledges that it or its representatives have reviewed and understand the Transaction Documents and Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock, including the terms and conditions of the proposed Acquisition, and the merits and risks of investing in the Preferred Stock; (ii) access to information about the Company, the proposed Acquisition and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Preferred Stock; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information in the Transaction Documents and the Disclosure Documents. (j) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Transaction Documents and the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (k) Each of the Purchasers understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to such Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (l) Each of the Purchasers understands and acknowledges that (i) the Preferred Stock is offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and each of the Purchasers hereby consents to such reliance. (m) Each of the Purchasers understands that no U.S. federal or state agency, or any agency or governmental or regulatory authority in any other country, including without limitation, the U.S. Securities and Exchange Commission, has passed upon the Preferred Stock or made any finding or determination as to the fairness of this investment. (n) Except for certain fees owed to MAG set forth on the Disclosure Schedule, each of the Purchasers does not know of any claims for services, either in the nature of a finder’s fee, broker’s fee, financial advisory fee or other like fee, that such Purchaser has incurred with respect to the offering of the Preferred Stock and the transactions contemplated by the Transaction Documents.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and not jointly, hereby acknowledges, agrees with and represents, warrants as of the date hereof and as of the Closing Date covenants to the Company Company, as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into this Agreement, the execution and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserauthorized, if applicable, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the this Agreement constitutes a valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except (i) as may be limited by general equitable principles and applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and other similar laws of general application relating to or affecting the enforcement of rights of creditors' rights generally, and except as enforceability of the obligations hereunder are subject to general principles of equity (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether such enforceability is considered in a proceeding in equity or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law). (b) Own AccountThe Purchaser acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). Such In furtherance thereof, the Purchaser represents and warrants to the Company and its affiliates as follows: (i) The Purchaser realizes that the basis for the exemption from registration may not be available if, notwithstanding the Purchaser’s representations contained herein, the Purchaser is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Purchaser does not have any such intention. (ii) The Purchaser realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the Securities Act. (iii) The Purchaser is acquiring the Securities solely for the Purchaser’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. (iv) The Purchaser has the financial ability to bear the economic risk of the Purchaser’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. (v) The Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. If other than an individual, the Purchaser also represents it has not been organized solely for the purpose of acquiring the Securities. (vi) The Purchaser (together with its Advisors, if any) has received all documents requested by the Purchaser, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. (c) The Purchaser is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Purchaser has relied on the advice of, or has consulted with, only its Advisors. Each Advisor, if any, has disclosed to the Purchaser in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate or sub-agent thereof. (d) The Purchaser has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are "restricted securities" a speculative investment that involves a high degree of risk of loss of the Purchaser’s entire investment. Among other things, the Purchaser has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC Filings (as defined above) and any additional disclosures in the nature of Risk Factors described herein. (e) The Purchaser will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Purchaser must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Purchaser is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that the Company is under no obligation to register the Securities on behalf of the Purchaser or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities law and is acquiring laws. The Purchaser understands that any sales or transfers of the Securities as principal are further restricted by state securities laws and the provisions of this Agreement. (f) No oral or written representations or warranties have been made, or information furnished, to the Purchaser or its Advisors, if any, by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection with the Offering, other than any representations of the Company contained herein, and in subscribing for its own account the Securities, the Purchaser is not relying upon any representations other than those contained herein. (g) The Purchaser’s overall commitment to investments that are not readily marketable is not disproportionate to the Purchaser’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive. (h) The Purchaser understands and agrees that the certificates for the Securities shall bear substantially 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 OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (i) Certificates evidencing Securities shall not be required to contain the legend set forth in Section 3.2 (h) above or any other legend (i) while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Purchaser’s counsel), (iv) in connection with a view sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel, at the expense of the Company, in a generally acceptable form, to the effect that such sale, assignment or for distributing or reselling such transfer of the Securities or any part thereof in violation may be made without registration under the applicable requirements of the Securities Act or any (v) if such legend is not required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) business days following the delivery by the Purchaser to the Company or any applicable state securities law the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and has no arrangement or understanding otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other persons regarding deliveries from the distribution Purchaser as may be required above in this Section 3.2 (i), as directed by the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. The Company shall be responsible for any transfer agent fees, fees of legal counsel to the Company or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith. (this representation and warranty not limiting such Purchaser's right to sell j) Neither the Commission nor any state securities commission has approved the Securities pursuant to or passed upon or endorsed the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation merits of the Securities Act Offering. There is no government or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute other insurance covering any of the Securities. (k) The Purchaser and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Purchaser and its Advisors, if any. (i) In making the decision to invest in the Securities, the Purchaser has relied solely upon the information provided by the Company in the Transaction Documents. To the extent necessary, the Purchaser has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Purchaser disclaims reliance on any statements made or information provided by any person or entity in the course of Purchaser’s consideration of an investment in the Securities other than the Transaction Documents. (ii) The Purchaser represents and warrants that: (i) the Purchaser was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Purchaser had a prior substantial pre-existing relationship and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Purchaser did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the Commission in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. (m) The Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (n) The Purchaser is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the Purchaser has relied on the advice of, or has consulted with, only its own Advisors. (o) The Purchaser acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Purchaser were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (p) No oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors, if any, in connection with the Offering that are in any way inconsistent with the information contained herein. (q) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Purchaser or Plan fiduciary (i) is responsible for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making such decision, the Purchaser or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its affiliates. (r) The Purchaser is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor” is deemed to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding such person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. (s) The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Offering, and has so evaluated the merits and risks of such investment. The Purchaser has not authorized any person or entity to act as its Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the Offering. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants to the Company as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is acquiring the Series D Preferred Stock, and the Warrants, for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Series D Preferred Stock and the Warrants, have not been, and that the Warrant Shares and Conversion Shares will not be, registered under the Securities Act or any state securities laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) the Series D Preferred Stock, Warrants, Warrant Shares and the Conversion Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (e) Such Purchaser is an entity "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (f) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organization with full right, corporate or partnership and has all power and authority to enter into and to consummate the transactions contemplated by the Transaction Agreement and the Ancillary Documents. This Agreement and each of the Ancillary Documents to which such Purchaser is a party has been duly authorized by all necessary action on the part of such Purchaser. This Agreement and otherwise each of the Ancillary Documents to carry out which such Purchaser is a party constitutes a valid and binding agreement of such Purchaser enforceable against such Purchaser in accordance with its obligations hereunder and thereunder. terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (g) The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on and each of the part of such Purchaser. Each Transaction Document Ancillary Documents to which it is a party has been duly executed by such Purchaser, and when delivered the consummation by such Purchaser in accordance with of the terms hereoftransactions contemplated hereby and thereby will not (a) violate any provision of law, will constitute the valid and legally binding obligation statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of such Purchaserany court, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief administrative agency or other equitable remedies and governmental body applicable to it, or any of its properties or assets or (iiib) insofar as indemnification and contribution provisions may be limited by applicable lawviolate its organizational documents (if any). (bh) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered No permit, authorization consent or approval of or by, or any notification of or filing (including any filing under the Securities Xxxx-Xxxxx Xxxxxx Antitrust improvements Act of 1976, as amended) with, any person (governmental or any applicable state securities law private) is required in connection with the execution, delivery and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling performance by such Securities or any part thereof in violation Purchaser of the Securities Act Agreement and the Ancillary Documents to which it is a party, or any applicable state securities law, has no present intention of distributing any of the consummation by such Securities in violation Purchaser 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiestransactions contemplated thereby.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only 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 lawthereof, 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby make the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSeller: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers is required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 The Purchasers are, and will constitute be at the valid time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchasers to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchasers have the authority and is duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchasers are able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchasers is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchasers contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of such Securities in violation of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the Securities Act following or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (this representation and warranty not limiting such Purchaser's right I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Securities pursuant Acquired Shares was directly communicated to such Purchasers by the Company. At no time was such Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.7 Such Purchasers represent that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchasers otherwise notify the Company prior to the Registration Statement or otherwise in compliance with applicable federal Closing Date shall be true and state securities laws) in violation correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring Closing Date. 3.3.8 The foregoing representations and warranties shall survive the Securities hereunder in the ordinary course Closing Date and for a period of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesone year thereafter.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountUnderstandings or Arrangements. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities 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 direct or any applicable state securities law and has no indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants to the Company, and agrees with the Company, that as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser is an entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with incorporation and has full rightright and power to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The execution, delivery and performance by of this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser of the transactions contemplated by this Agreement is a party have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountNo consent, approval or authorization of any persons or entities is required in connection with such Purchaser's execution or delivery of this Agreement or consummation of the transactions contemplated hereby. (c) The Securities are being purchased for such Purchaser's own account, for investment purposes only, not for the account of any other person, and not with a view to distribution, assignment or resale to others or fractionalization, contrary to applicable securities laws. Such Purchaser understands further acknowledges that the Securities are "restricted securities" offering and have sale of the Preferred Stock has not been filed with or reviewed by the Securities and Exchange Commission because of the Company's representations that this is intended to be a nonpublic offering pursuant to Section 4(2) and Rule 506 of Regulation D of the Securities Act. (d) Such Purchaser agrees that it will not sell, transfer or otherwise dispose of any of the Securities unless they are registered under the Securities Act or any applicable state securities law and unless an exemption from such registration is acquiring available. To transfer the Securities as principal for its own account and Preferred Stock or the Underlying Common Stock if no registration statement is then available, a Purchaser may, at the request of the Company, submit to the Company an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer or disposition does not with result in 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 law"blue sky" laws (collectively, has no present intention the "Securities Laws"); provided, HOWEVER, that the Company will not require opinions of distributing any counsel for transactions made pursuant to Rule 144 as long as the Purchaser provides the Company with an appropriate broker's letter. (e) Such Purchaser represents that it is an "accredited investor" as such term is defined in Rule 501 of such Securities in violation of Regulation D promulgated under the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities Act. (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities lawsf) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring has evaluated the Securities hereunder in Memorandum including the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities"Risk Factors" contained therein.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Agreement Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. formation. (b) Each Transaction Note Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief applicable equitable principles (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Note Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes and Conversion Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing the Notes or Conversion Shares in violation of applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time and such Purchaser reserves the right to dispose of the Securities at any time in accordance with any Person or pursuant to distribute any a registration statement or an exemption under the Securities Act. Notwithstanding anything herein to the contrary, the Purchasers may not sell, dispose of or transfer the Notes, except as provided in Section 6.5 and in accordance with the terms of the Notes. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the 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. (g) Such Purchaser understands that the 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 Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (h) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (i) Such Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The several Purchasers represent and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warrant to the Company Trust and the Company, severally, and not jointly, as followsto itself, that: (a) Organization; Authority. Such The execution and delivery of this agreement and the other Company Transaction Documents to which such Purchaser is an entity duly organized, validly existing a Party and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser consummation of the transactions contemplated herein and therein by this Agreement such Purchaser, and the fulfillment of the terms hereof and thereof on the part of such Purchaser to be fulfilled, have been duly authorized by all necessary corporate corporate, partnership or similar action on limited liability company action, as the part case may be, of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute provisions of the valid and legally binding obligation organizational documents of such Purchaser, and this agreement and each other Transaction Document to which such Purchaser is a Party, when executed and delivered as provided herein, will constitute valid and binding obligations of such Purchaser enforceable against it in accordance with its their respective terms, except (i) as limited or affected by general equitable principles and applicable bankruptcy, insolvency, reorganization, receivership, moratorium and or other laws of general application affecting enforcement of creditors' rights generallyand remedies generally and general principles of equity. The execution and delivery of this agreement and the Registration Rights Agreement by such Purchaser does not require, (ii) any consent, approval, authorization, registration or qualification of or by any Governmental Authority other than those consents, approvals, authorizations, registrations or qualifications as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawhave already been obtained. (b) Own AccountThe Trust Preferred Securities, the Trust Guarantee and the Stock to be received by such Purchaser will be acquired by such Purchaser for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the registration requirements of the securities laws of the United States or any applicable state or foreign securities laws. (c) Such Purchaser understands that an investment in the Trust Preferred Securities, including the Notes and the Warrants attached thereto, the Trust Guarantee and the Stock issuable upon conversion of the Trust Preferred Securities and/or exercise of the Warrants (collectively the "Offered Securities") includes a high degree of risk. Such Purchaser (i) has such business and financial experience as an investor in securities of companies such as the Company and in securities such as the Offered Securities as is required to provide such Purchaser with the capacity to protect its own interests in connection with the purchase of the Offered Securities, (ii) acknowledges that it can bear the economic risk of the investment, (iii) acknowledges that it has and will make its own decision regarding the Offered Securities based on its own knowledge and investigation of the Company, the Trust and the Offered Securities, and the representations, covenants and agreements of the Company in this agreement and the other Company Transaction Documents and Trust Transaction Documents. (d) Such Purchaser believes that it has received all the information it considers necessary or appropriate to evaluate an investment in the Company, the Trust and the Offered Securities, and has reviewed such information. Such Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Offered Securities and the business, properties, prospects and financial condition of the Company and the Trust and to obtain information (to the extent the Company or the Trust possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The foregoing, however, does not limit or modify the representations and warranties of the Trust and the Company in Sections 3 and 4 hereof, respectively, and in the related Schedules, or the right of each of the Purchasers to rely thereon. (e) Such Purchaser is an institutional "accredited investor" within the meaning of Rule 501(a) of Regulation D, as presently in effect, and a "qualified institutional buyer" within the meaning of Rule 144A, as presently in effect. (f) Such Purchaser acknowledges that the offer and sale of the Offered Securities to it was not accomplished by any form of general solicitation or general advertising as described in Rule 502(c) of Regulation D, presently in effect. (g) Such Purchaser understands that the Offered Securities are "restricted securities" and have not been registered under the Securities Act on the basis that the sales provided for in this agreement are exempt from the registration provisions thereof and that the certificates evidencing or any applicable state securities law and is acquiring comprising the Offered Securities shall bear legends to that effect. Such Purchaser acknowledges that the Offered Securities may not be re-offered, resold, pledged or otherwise transferred except pursuant to an effective registration statement under the Securities Act or in an aggregate principal amount equal to or greater than $1,000,000 of Offered Securities (i) to a person who the transferor reasonably believes is a "qualified institutional buyer" as principal defined in Rule 144A under the Securities Act acquiring for its own account or the account of a qualified institutional buyer and not with such purchaser has been informed that the transfer is being made in reliance on Rule 144A; (ii) outside the United States in a view transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act; (iii) pursuant to or for distributing or reselling such Securities or any part thereof in violation of an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); or any applicable state securities law(iv) to an institution that is an "accredited investor" as defined in Rule 501(A)(1), has no present intention of distributing any of such Securities in violation of (2), (3) or (7) or Regulation D under the Securities Act pursuant to an exemption from registration thereunder (if available), and in each case (i) through (iv), in accordance with all applicable securities laws of the states of the United States and other jurisdictions. No representation is made by or on behalf of the Company or the Trust as to the availability of Rule 144 or any applicable state securities law other exemption under the Securities Act for the re-offer, resale, pledge or transfer of the Offered Securities. (h) Such Purchaser's investigation has been conducted independently. In entering into this agreement such Purchaser has relied solely upon the express representations and has no arrangement or understanding with any warranties of the Company and the Trust contained in this agreement and the other persons regarding the distribution of such Securities (this representation Company Transaction Documents and warranty not limiting on such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal own investigation and state securities laws) in violation of the Securities Act or any applicable state securities lawanalysis. Such Purchaser is acquiring the Securities hereunder acknowledges that, except as set forth in Sections 3 and 4 hereof and in the ordinary course related Schedules, neither the Company, the Trust, nor any of its business. Such Purchaser does not have their respective affiliates, directors, officers, employees, equity holders, agents, advisors or representatives, makes any agreement representation, express or understanding, directly implied (i) as to the accuracy or indirectly, with any Person to distribute completeness of any of the Securitiesinformation (including projected financial or other information) provided or made available to the Purchasers or any of their affiliates, directors, officers, employees, equity holders, agents, advisors or representatives or (ii) with respect to the transactions contemplated by this agreement.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of to the date hereof Company that, the statements contained in this Article 3 are true and correct as of the Closing Date on which such Purchaser is purchasing Closing Securities, as though made as of such Closing Date, except to the Company extent such representations and warranties are specifically made as follows:of a particular date (in which case such representations and warranties are true and correct as of such date). (a) Organization; Authority. Such 3.1 Purchaser is an entity duly organized“accredited investor” as defined by Rule 501 of Regulation D, validly existing and Purchaser is capable of evaluating the merits and risks of its investment in good standing the Closing Securities and has the ability and capacity to protect its interests. 3.2 Purchaser understands that the Closing Securities to be issued on such Closing Date, the Note Shares issuable upon conversion of Notes to be issued on such Closing Date and the Warrant Shares issuable upon exercise of Warrants to be issued on such Closing Date have not been registered under the laws Act on the ground that the issuance thereof is exempt under Section 4(2) of the jurisdiction Act and/or Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exception claimed would not be present if any of the representations and warranties of Purchaser contained in this Agreement are untrue or, notwithstanding the Purchaser’s representations and warranties, the Purchaser currently has in mind acquiring any of the Closing Securities, Notes Shares or Warrant Shares for resale upon the occurrence or non-occurrence of some predetermined event. 3.3 Purchaser is purchasing the Closing Securities to be issued on such Closing Date and, in the event that the Purchaser should acquire any Note Shares issuable upon conversion of Notes to be issued on such Closing Date or Warrant Shares issuable upon exercise of Warrants to be issued on such Closing Date, will be acquiring such Note Shares or such Warrant Shares, as applicable, as principal for its organization own account, and not for the benefit of any other Person, for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of such Closing Securities, Note Shares and Warrant Shares, as applicable, in full rightcompliance with all applicable provisions of the Act, corporate the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in such Closing Securities, Note Shares and Warrant Shares is not a liquid investment. 3.4 Purchaser confirms that Purchaser has had the opportunity to ask questions of, and receive answers from, the Company or partnership any authorized Person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Purchaser. In connection therewith, Purchaser acknowledges that Purchaser has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. Purchaser has received and reviewed all the information concerning the Company and the Closing Securities to be issued on such Closing Date, both written and oral, that Purchaser desires. Without limiting the generality of the foregoing, Purchaser has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Purchaser desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Purchaser has relied solely on Purchaser’s own knowledge and understanding of the Company and its business based upon Purchaser’s own due diligence investigations and the Company’s filings with the Commission. 3.5 Purchaser has all requisite legal and other power and authority to enter into execute and to consummate the transactions contemplated by the Transaction Documents deliver this Agreement and otherwise to carry out and perform its obligations hereunder under the terms of this Agreement. This Agreement constitutes a valid and thereunder. The executionlegally binding obligation of Purchaser enforceable in accordance with its terms, delivery subject as to enforcement, to bankruptcy, insolvency, reorganization and performance by such other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 3.6 Purchaser has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the extent the Purchaser has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement have been duly authorized for the Purchaser’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by all necessary corporate this Agreement are a suitable investment for the Purchaser. Purchaser understands that it (and not the Company) shall be responsible for Purchaser’s own tax liability that may arise as a result of the investment in the Closing Securities to be issued on such Closing Date or similar action the transactions contemplated by this Agreement. 3.7 Purchaser acknowledges that an investment in the Closing Securities to be issued on such Closing Date is speculative and involves a high degree of risk and that Purchaser can bear the part economic risk of the acceptance of such PurchaserClosing Securities, including a total loss of its investment. Each Transaction Document Purchaser recognizes and understands that no federal, state, or foreign agency has recommended or endorsed the purchase of the Closing Securities to which be issued on such Closing Date. Purchaser acknowledges that it has such knowledge and experience in financial and business matters that Purchaser is a party has been duly executed by capable of evaluating the merits and risks of an investment in the Closing Securities to be issued on such Purchaser, Closing Date and when delivered by such Purchaser in accordance of making an informed investment decision with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawrespect thereto. (b) Own Account. Such 3.8 Because of the legal restrictions imposed on resale or transfer of the Closing Securities to be issued on such Closing Date, Purchaser understands that the Securities are "restricted securities" Company shall have the right to note stop-transfer instructions in its records to the extent and have not for such period as may be reasonably required for compliance with applicable securities laws, and Purchaser has been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation informed of the Securities Act Company’s intention to do so. Any sales, transfers, or any applicable state securities law, has no present intention of distributing any of such Securities in violation other dispositions of the Closing Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such by Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise , if any, will be made in compliance with the Act and any other applicable federal and state securities laws) in violation , and all applicable rules and regulations promulgated thereunder and the terms of the Securities Act or any applicable state securities law. Such this Agreement. 3.9 The residency of Purchaser is acquiring the Securities hereunder (or, in the ordinary course case of its a partnership, limited liability company or corporation, such entity’s principal place of business. Such Purchaser does not have any agreement ) is correctly set forth below Purchaser’s name on Annex I or understandingAnnex II, directly or indirectly, with any Person to distribute any of the Securitiesas applicable.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents to the Company and warrants each of the Guarantors, as of the date hereof and as of the each Closing Date to the Company Date, as follows: (a) Organization; Authority. Such Purchaser is an entity duly organizedIt has the power to execute, validly existing deliver and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by perform this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document and any other documentation relating to this Agreement to which it is a party and it has taken all necessary action to authorize such execution, delivery and performance; such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; all governmental and other consents that are required to have been duly executed obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute consents have been complied with. This Agreement is the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting that the enforcement of creditors' rights generally, (ii) as limited by laws relating thereof may be subject to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawEnforceability Exceptions. (b) Own Account. Such Purchaser has reviewed the Disclosure Package. It understands and acknowledges that, as the offer and sale of the Securities contemplated by this Agreement is a private placement of securities, it is responsible for conducting its own due diligence in connection with its purchase of the Securities. It acknowledges that (a) it has conducted its own investigation of the Company, the Guarantors and their subsidiaries and the terms of the Securities, (b) it has had the opportunity to ask and has asked any queries regarding an acquisition of the Securities, the Company and the Guarantors and their subsidiaries and their affairs, and the terms of the Securities, and has received satisfactory answers from representatives of the Company or the Guarantors, and has had access to such financial information and other information concerning the Company, the Guarantors and the Securities as it has deemed necessary and relevant to make an informed investment decision on its behalf and on behalf of each account for which it is acting (if any), and (c) it has made its own assessment concerning the relevant tax, legal, economic and other considerations relevant to its investment in the Securities, and has not relied on the advice of, or any representations by, any third party (other than such Purchaser’s own advisors) in making such investment decision. (c) It and each account for which it is acting (if any) is either (A) both an “Accredited Investor” (as defined in Rule 501 of Regulation D under the Securities Act) and a “Qualified Institutional Buyer” within the meaning of Rule 144A purchasing the Securities in reliance upon a private placement exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof, or (B) a non-“U.S. Person” purchasing the Offered Securities in an offshore transaction in accordance with (and as defined in) Regulation S, and in the case of clause (B), if such Purchaser is purchasing any Securities (i) on its own behalf, such Purchaser (x) has its principal address outside the United States and (y) was located outside the United States at the time any offer to buy the Securities was made to such Purchaser and at the time that this Agreement is executed by such Purchaser, and/or (ii) solely on behalf of other persons, entities or accounts (each, a “non-U.S. Account”), each such non-U.S. Account is also a non-“U.S. Person” and was located outside the United States at the time any offer to buy Securities was made and at the time this Agreement is executed by such Purchaser. It is an institution which (a) is a sophisticated institutional investor, (b) has such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merits and risks of its investments in the Securities (and has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed investment decision), and (c) it, and each account for which it is acting (if any) is aware that there are substantial risks incident to the purchase of the Securities and is able to bear the economic risk, and sustain a complete loss, of such investment in the Securities. (d) Such Purchaser acknowledges that no representations, express or implied, are being made with respect to the Company, the Guarantors, the Securities or otherwise, other than those expressly set forth in this Agreement. In making its decision to purchase the Securities, such Purchaser has relied upon the information and representations in this Agreement and the Disclosure Package. (e) It understands (and each beneficial owner of the Securities for which it is acting (if any) has been advised and understands) that the Securities are "restricted securities" and have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, that any offer and sale of the Securities to it is being made in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act in a transaction not involving any public offering in the United States. It represents and warrants that its purchase of the Securities is lawful under the laws of the jurisdiction of its incorporation and the jurisdiction in which it operates (if different), and that such acquisition will not contravene any law, regulation or regulatory policy applicable state securities law to it. Such Purchaser further understands that the exemption from registration afforded by Rule 144 depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. Such Purchaser acknowledges that the Company is relying on the representations and warranties of such Purchaser in this Section 8 and it agrees to notify any subsequent purchaser of the Securities from it of the resale restrictions referred to herein, as applicable. Each Purchaser acknowledges that the Securities shall bear legends upon issuance and as and when required by the Indenture, and that the Securities shall be issued with original issue discount for U.S. federal income tax purposes. (f) It is acquiring the Securities as principal for its own account account, or for one or more accounts (and as to each of which it has authority to acquire the Securities and exercise sole investment discretion), for investment purposes, and not with a view to to, or for distributing resale in connection with, the distribution thereof, directly or reselling such Securities indirectly, in whole or any part thereof in part, in the United States in violation of the Securities Act or Act. Neither it nor any applicable state securities law, has no present intention account for which it is acting (if any) was formed for the specific purpose 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 Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities 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 Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.