Common use of Representations and Warranties of the Standby Purchaser Clause in Contracts

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, the Company as follows: (a) The Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares for its own account, with the intention of holding the Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Shares. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The (i) If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement. (ii) If the relevant entity Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement. (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement. (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares for its own account, with the intention of holding the Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Shares. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it the Standby Purchaser is familiar with the investments of the type that it is undertaking being undertaken to purchase; it the Standby Purchaser is fully aware of the problems and risks involved in making an investment of this type; and it the Standby Purchaser is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the there was an opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (dc) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the such Standby Purchaser enforceable against it the Standby Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ed) The Standby Purchaser understands hereby acknowledges that the Commission may express Company has retained Paragon Capital Group, LLC to serve as the position that information agent (the Shares purchased by “Information Agent”) in connection with the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”)Rights Offering, and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under which the Act. Further, Information Agent will receive customary fees for each share of Common Stock sold in the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSStock Offerings.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants toas of the date hereof and as of the Closing Date (except for the representations and warranties that are as of a specific date, and agrees with, which shall be made as of such date) to the Company as follows: (a) The Standby Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the relevant entity requisite organizational power and authority to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. Assuming the correctness of the representations and warranties made by the Company in Section 3 hereof, the execution and delivery of this Agreement by the Standby Purchaser and performance by the Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Standby Purchaser, and no further consent or authorization in connection therewith is required by the Standby Purchaser, its board of directors or its members. This Agreement has been duly executed by the Standby Purchaser, and when delivered by the Standby Purchaser in accordance with the terms of this Agreement and thereof, will constitute the legal, valid and binding obligations of the Standby Purchaser, enforceable against it in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. (b) The Standby Purchaser was contacted by the Company or Gxxxxxx with respect to a potential investment in the Shares. The Standby Purchaser understands that the Standby Purchaser is acquiring the Purchased Shares in the ordinary course of its business directly from the Company (and not from Gxxxxxx), as principal for its own account, with the intention of holding the Shares for investment and with no present intention of participatingdividing its participation with others or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Standby Purchaser does not presently have any agreement or understanding, directly or indirectly, in a distribution with any Person to: (i) distribute any of the Purchased Shares; (ii) hold or to dispose of the Purchased Shares; or (iii) acquire any Shares from any other Person other than from the Company pursuant to this Agreement. Notwithstanding the foregoing, except as otherwise set forth in this Agreement, by making the representations herein, the Standby Purchaser does not agree to hold any of the Purchased Shares for any minimum or other specific term. (c) The Standby Purchaser is familiar with an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Standby Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act, or an unregistered broker-dealer engaged in the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investmentbeing a broker-dealer. The Standby Purchaser acknowledges thatis an experienced institutional investor, prior to executing this Agreementis knowledgeable regarding the life insurance industry, it and has had the opportunity to ask questions of experience in investing in life insurance companies and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Companylife insurance holding companies. (d) This Agreement has been duly and validly executed and delivered by such The Standby Purchaser and constitutes is not purchasing the Purchased Shares as a binding obligation result of any advertisement, article, notice or other communication regarding the Purchased 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. The Standby Purchaser did not learn about Federal Life or the Offerings as a result of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)Registration Statement. (e) The Standby Purchaser understands that the Commission may express Purchased Shares Shares are being offered and sold to it in reliance on specific exemptions from the position that the Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), registration requirements of United States federal and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSstate securities laws and regulations.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser (and any Permitted Assignee for an on behalf of itself as if it were executing this Agreement) represents and warrants to, and agrees with, to the Company as follows: (a) The Each Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares securities for its own account, with the intention of holding the Shares securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the Sharessecurities. The Standby Purchaser understands that the shares of Common Stock purchased by it hereunder shall be deemed “restricted securities” under the Securities Act and shall bear a restrictive legend. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares shares of Common Stock purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Sharesshares of Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants toas of the date hereof and as of the Closing Date (except for the representations and warranties that are as of a specific date, and agrees with, which shall be made as of such date) to the Company and each of the Exchanges as follows: (a) The Standby Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the relevant entity requisite organizational power and authority to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Standby Purchaser and performance by the Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Standby Purchaser, and no further consent or authorization in connection therewith is required by the Standby Purchaser, its board of directors or its members. This Agreement has been duly executed by the Standby Purchaser, and when delivered by the Standby Purchaser in accordance with the terms of this Agreement and thereof, will constitute the legal, valid and binding obligations of the Standby Purchaser, enforceable against it in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. (b) The Standby Purchaser was contacted by the Company or Xxxxxxx with respect to a potential investment in the Shares. The Standby Purchaser understands that the Standby Purchaser is acquiring the Purchased Shares in the ordinary course of its business directly from the Company (and not from Xxxxxxx), as principal for its own account, with the intention of holding the Shares for investment and with no present intention of participatingdividing its participation with others or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Standby Purchaser does not presently have any agreement or understanding, directly or indirectly, in a distribution with any Person to: (i) distribute any of the Purchased Shares; (ii) hold or to dispose of the Purchased Shares; or (iii) acquire any Shares from any other Person other than from the Company pursuant to this Agreement. Notwithstanding the foregoing, except as otherwise set forth in this Agreement, by making the representations herein, the Standby Purchaser does not agree to hold any of the Purchased Shares for any minimum or other specific term. (c) The Standby Purchaser is familiar with an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Standby Purchaser is not a registered broker‑dealer under Section 15 of the Exchange Act, or an unregistered broker‑dealer engaged in the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investmentbeing a broker‑dealer. The Standby Purchaser acknowledges thatis an experienced institutional investor, prior to executing this Agreementis knowledgeable regarding the medical malpractice insurance industry, it and has had the opportunity to ask questions of experience in investing in medical malpractice insurance companies and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Companymedical malpractice insurance holding companies. (d) This Agreement has been duly and validly executed and delivered by such The Standby Purchaser and constitutes is not purchasing the Purchased Shares as a binding obligation result of any advertisement, article, notice or other communication regarding the Purchased 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. The Standby Purchaser did not learn about the Offerings as a result of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)Registration Statement. (e) The Standby Purchaser understands that the Commission may express Purchased Shares are being offered and sold to it in reliance on specific exemptions from the position that the Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), registration requirements of United States federal and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSstate securities laws and regulations.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser has is a limited partnership duly organized, validly existing and in good standing under the relevant entity laws of its jurisdiction of incorporation or organization, with full power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares its Securities for its own account, with the intention of holding the Shares Securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the SharesSecurities; provided, however, that the Standby Purchaser may assign its rights to acquire Securities hereunder to one or more of the principals of its general partner. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it he is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that is not an affiliate (within the Commission may express the position that the Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in meaning of Rule 144 promulgated under 405 of the Securities Act Act) of any other party with whom the Company has entered into standby purchase agreements substantially similar to this Agreement (“Rule 144Other Standby Purchaser”), is not acting in concert and they may is not be sold except a member of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with any Other Standby Purchaser and has no current intention to act in the future in a manner that would make it a member of such a group. (f) The Standby Purchaser hereby acknowledges that the Company has retained Xxxxxx, Xxxxxxxx & Company, Incorporated to serve as the Agent (the “Agent”) in connection with the Rights Offering, pursuant to Rule 144 or pursuant to a registration statement under which the ActAgent will receive customary fees for each share of Common Stock sold in the Stock Offerings. Further, the following legends (or similar language) Agent shall be placed on such certificate(s) representing entitled to rely and have the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 benefit of, as a third-party beneficiary, the representations, warranties, agreements, covenants and other provisions of this Agreement (THE “ACT”in each case related to the Standby Purchaser), 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants toto the Company, and agrees with, the Company as follows: (a) The Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) 4.1 The Standby Purchaser is acquiring the Shares its Securities for its own account, with the intention of holding the Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Shares. (c) 4.2 The Standby Purchaser is familiar with the business in which the Company it is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) 4.3 The Standby Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. 4.4 This Agreement has been duly and validly authorized, executed and delivered by such the Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) 4.5 The Standby Purchaser understands is not insolvent and has sufficient cash funds on hand to purchase the Securities on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. 4.6 The Standby Purchaser is not an “affiliate” (within the meaning of Rule 405 of the Securities Act) of any other Person, is not acting in concert and is not members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) and has no current intention to act in the future in a manner that would make it a member of such a group. The Standby Purchaser has not entered into any contracts, arrangements, understanding or relationships (legal or otherwise) with any Persons or Person with respect to any securities of the Commission may express Company, including but not limited to transfer or voting of any of the position that securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the Shares purchased by giving or withholding of proxies; and the Standby Purchaser does not own any securities of the Company which are deemed “restricted pledged or otherwise subject to a contingency the occurrence of which would give another Person voting power or investment power over such securities” as such term is defined in Rule 144 promulgated under . 4.7 The Standby Purchaser has received or has had full access to all the information it considers necessary or appropriate for deciding whether to purchase the Securities Act (“Rule 144”)and has had an opportunity to ask questions and receive answers regarding the terms and conditions of the Securities. The Standby Purchaser has consulted with Standby Purchaser’s attorney, and they may not be sold except pursuant to Rule 144 financial advisor or pursuant to a registration statement under tax advisor regarding aspects of the Act. Furthertransaction it deems necessary, including the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSrisks thereof.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants toas of the date hereof and as of the Closing Date (except for the representations and warranties that are as of a specific date, and agrees with, which shall be made as of such date) to the Company as follows: (a) The Standby Purchaser Purchaser, if an entity, is duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction in which it is organized and has the relevant entity requisite organizational power and authority to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. Assuming the correctness of the representations and warranties made by the Company in Section 3 hereof, the execution and delivery of this Agreement by the Standby Purchaser and performance by the Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or, if the Standby Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Standby Purchaser, and no further consent or authorization in connection therewith is required by the Standby Purchaser, its board of directors or its shareholders, or if the Standby Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Standby Purchaser. This Agreement has been duly executed by the Standby Purchaser, and when delivered by the Standby Purchaser in accordance with the terms of this Agreement and thereof, will constitute the legal, valid and binding obligations of the Standby Purchaser, enforceable against it in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. (b) The Standby Purchaser was contacted by the Company or Xxxxxxx with respect to a potential investment in the Shares. The Standby Purchaser understands that the Standby Purchaser is acquiring the Purchased Shares in the ordinary course of its business directly from the Company (and not from Xxxxxxx), as principal for its own account, with the intention of holding the Shares for investment and with no present intention of participatingdividing its participation with others or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Standby Purchaser does not presently have any agreement or understanding, directly or indirectly, in a distribution with any Person to: (i) distribute any of the Purchased Shares; (ii) hold or to dispose of the Purchased Shares; or (iii) acquire any Purchased Shares from any other Person other than from the Company pursuant to this Agreement. Notwithstanding the foregoing, except as otherwise set forth in this Agreement, by making the representations herein, the Standby Purchaser does not agree to hold any of the Purchased Shares for any minimum or other specific term. (c) The Standby Purchaser is familiar with the business an “accredited investor” as that term is defined in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments Rule 501(a) of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. Regulation D. The Standby Purchaser acknowledges thatis not a registered broker-dealer under Section 15 of the Exchange Act, prior to executing this Agreement, it or an unregistered broker-dealer engaged in the business of being a broker-dealer. To the extent that the Standby Purchaser is utilizing or has had the opportunity to ask questions of and receive answers or obtain additional information from utilized a representative to assist it in the evaluation of an investment in the Company concerning Purchased Shares, the financial Standby Purchaser has provided the requested information about such representative as set forth on the Standby Purchaser’s signature page hereto, and other affairs of the Companyall such information is correct and complete. (d) This Agreement has been duly and validly executed and delivered by such The Standby Purchaser and constitutes is not purchasing the Purchased Shares as a binding obligation result of any advertisement, article, notice or other communication regarding the Standby Purchaser enforceable against it Purchased Shares published in accordance with its termsany newspaper, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and magazine or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to media or broadcast over television or radio or presented at any seminar or any other general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)advertisement. (e) The Standby Purchaser understands that the Commission may express Purchased Shares are being offered and sold to it in reliance on specific exemptions from the position that the Shares purchased by the registration requirements of United States federal and state securities laws and regulations. (f) The Standby Purchaser are deemed believes that it is not a “restricted securitiesgroup” as such term is defined in Rule 144 promulgated under within the Securities meaning of Section 13(d)(3) of the Exchange Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSwith any Other Standby Purchasers.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser (and any Permitted Assignee for an on behalf of itself as if it were executing this Agreement) represents and warrants to, and agrees with, to the Company as follows: (a) The Each Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares shares of Common Stock purchased hereunder for its own account, with the intention of holding the Shares such securities for investment and with no present intention of participating, directly or indirectly, in a distribution of such securities. The Standby Purchaser understands that the Sharesshares of Common Stock purchased by it hereunder shall be deemed “restricted securities” under the Securities Act and shall bear a restrictive legend to that effect. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company.this (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares shares of Common Stock purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Securities Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Sharesshares of Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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. Section 5.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser has is an “Accredited Investor” within the relevant entity power and authority to perform its obligations meaning of Rule 501(a) of Regulation D promulgated under this Agreementthe Securities Act. (b) The Standby Purchaser is acquiring purchasing the Unsubscribed Shares for its the Standby Purchaser’s own account, with the intention of holding the Shares for investment purposes only and not with no a present intention of participatingentering into or making any subsequent sale, directly assignment, conveyance, pledge, hypothecation or indirectly, other transfer thereof. (c) The Standby Purchaser has no need for liquidity in a distribution the Standby Purchaser’s investment in the Unsubscribed Shares and understands that there are restrictions on the subsequent resale or other transfer of the Unsubscribed Shares. (cd) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. . (e) The Standby Purchaser acknowledges that, prior to executing this Agreement, it has been given access to all books of account, records and other documents concerning the Company, the Common Stock and the terms and conditions of the Standby Offering and the Rights Offering. In addition, the Standby Purchaser has had the opportunity to ask questions of of, and receive answers or obtain from, representatives of the Company, about the Company, the Common Stock, the terms and conditions of the Standby Offering and the Rights Offering and any additional information from a representative deemed necessary by the Standby Purchaser to verify the accuracy and adequacy of the Company concerning written information provided to the financial and other affairs of Standby Purchaser by the Company. (df) The Standby Purchaser understands that the Unsubscribed Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), 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 Unsubscribed 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 shares of Common Stock: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. 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. (g) The Standby Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to perform its obligations under this Agreement. (h) This Agreement has been duly and validly executed and delivered by such the Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ei) The Standby Purchaser understands is not insolvent and has sufficient cash funds on hand to purchase the Unsubscribed Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. The Standby Purchaser has simultaneously with the execution and delivery of this Agreement or prior thereto provided the Company with evidence or has substantiated that the Commission may express the position that the Shares purchased by the Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement and the foregoing evidence and substantiation is a true and accurate representation of such means. (l) No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are deemed “restricted securities” as such term is defined required with respect to the Standby Purchaser in Rule 144 promulgated under order for the Securities Act (“Rule 144”), and they may not be sold except pursuant Standby Purchaser to Rule 144 enter into this Agreement or pursuant to a registration statement under purchase the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Unsubscribed Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, the Company as follows: (a) The Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares for its own account, with the intention of holding the Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Shares. The Standby Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares purchased by the Standby Purchaser upon exercise of the KH Basic Rights Purchase are deemed being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Standby Purchaser understands the Shares are “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 an exemption from the registration requirements of the Securities Act or pursuant to a registration statement under the Securities Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The If a natural person, the Standby Purchaser has the relevant entity is an individual 21 years of age or over with full power and authority to perform its his obligations under this Agreement. If a corporation, limited liability company, partnership, trust or other entity, the Standby Purchaser is authorized, empowered and qualified to execute this Agreement and to make an investment in the Company as herein contemplated. This Agreement is valid, binding and enforceable against the Standby Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals. (b) The Standby Purchaser is acquiring an “accredited investor” as that term is defined in Regulation D promulgated under the Shares for its own accountSecurities Act of 1933, with as amended (the intention of holding the Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Shares“Securities Act”). (c) The Investor Qualification Statement (the “IQS”) attached as Exhibit A of this Agreement that the Standby Purchaser is familiar with has completed and all of the business in which statements, answers and information thereon are true and correct as of the date hereof and will be true and correct as of the Closing Date. (d) The Standby Purchaser has received and read this Agreement and the accompanying Confidential Private Placement Memorandum, as supplemented, and all appendices and exhibits thereto and information incorporated by reference therein, concerning the Company is engagedand the Standby Offering (the “Memorandum”), and based upon its knowledge the Standby Purchaser has relied on nothing other than the Memorandum and experience this Agreement (together, the “Offering Materials”) in financial deciding whether to make an investment in the Company. In addition, the Standby Purchaser acknowledges that the Standby Purchaser has been given the opportunity to (a) ask questions and business matters, it is familiar with receive satisfactory answers concerning the investments terms and conditions of the type that it is undertaking Standby Offering and (b) obtain additional information in order to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating evaluate the merits and risks of this investment. The Standby Purchaser acknowledges that, prior an investment in the Company and to executing this Agreement, it has had verify the opportunity to ask questions of and receive answers or obtain additional information from a representative accuracy of the Company concerning information contained in the financial and Offering Materials. No statement, printed material or other affairs information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of to the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)Purchaser. (e) The Standby Purchaser has submitted to the Company funds equal to the Commitment Amount. (f) The Standby Purchaser understands that the Commission may express shares of Common Stock sold in the position Standby Offering have not been, and will not be, registered under the Securities Act or any state securities laws, and are being offered and sold in reliance upon federal and state exemptions from registration requirements for transactions not involving any public offering. The Standby Purchaser recognizes that reliance upon such exemptions is based in part upon the representations of the Standby Purchaser contained herein (including the IQS). The Standby Purchaser represents and warrants that the Shares Common Stock will be acquired by the Standby Purchaser solely for the account of the Standby Purchaser, for investment purposes only and not with a view to the distribution thereof. The Standby Purchaser represents and warrants that the Standby Purchaser is a sophisticated investor with such knowledge and experience in business and financial matters as will enable him to evaluate the merits and risks of investment in the Company and is able to bear the economic risk and lack of liquidity of an investment in the Company. (g) The Standby Purchaser understands and acknowledges that, upon the original issuance thereof and until such time as the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Company and its transfer agent shall make such notation on such certificates and in the stock book and transfer records of the Company as may be necessary to record that the shares of Common Stock purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated have not been registered under the Securities Act (“Rule 144”), and they that such shares may not be sold except pursuant to Rule 144 resold without registration under the Securities Act or any applicable state securities laws or pursuant to a an exemption from the registration statement requirements thereof. (h) No authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the Securities Act. Further, applicable state securities laws and the following legends (Change in Bank Control Act of 1978, as amended) or similar language) shall of any other person is required for the purchase by the Standby Purchaser of the shares of Common Stock underlying the Commitment Amount to be placed on such certificate(s) representing purchased by the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSStandby Purchaser hereunder and the consummation by the Standby Purchaser of the transactions contemplated by this Agreement.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The (i) If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement. (ii) If the relevant entity Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement. (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement. (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full power and authority to perform its obligations under this Agreement. (b) As of the Record Date, Standby Purchaser owned shares of Common Stock. (c) The Standby Purchaser is acquiring the Shares his Securities for its his own account, with the intention of holding the Shares Securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the SharesSecurities; and he will not make any sale, transfer or other disposition of the Securities for a period of six (6) months from the Closing Date. (cd) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its his knowledge and experience in financial and business matters, it he is familiar with the investments of the type that it he is undertaking to purchase; it he is fully aware of the problems and risks involved in making an investment of this type; and it he is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (de) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the such Standby Purchaser enforceable against it him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ef) None of the Standby Purchasers are “affiliates” (within the meaning of Rule 405 of the Securities Act) of one another, are not acting in concert and are not members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) and have no current intention to act in the future in a manner that would make them members of such a group. (g) The Standby Purchaser understands has no reason to believe that the Commission may express the position that the Shares purchased it will not receive any approvals or non-objections contemplated by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar languageSection 6(e) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSof this Agreement.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (ai) The If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement. (ii) If the relevant entity Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement. (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement. (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares his Securities for its his own account, with the intention of holding the Shares Securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the SharesSecurities; and he will not make any sale, transfer or other disposition of the Securities for a period of one year from the Closing Date. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its his knowledge and experience in financial and business matters, it he is familiar with the investments of the type that it he is undertaking to purchase; it he is fully aware of the problems and risks involved in making an investment of this type; and it he is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the such Standby Purchaser enforceable against it him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares purchased by None of the Standby Purchaser Purchasers are deemed “restricted securities” as such term is defined in affiliates (within the meaning of Rule 144 promulgated under 405 of the Securities Act Act) of one another, are not acting in concert and are not members of a group (“Rule 144”), within the meaning of Section 13(d)(3) of the Exchange Act) and they may not be sold except pursuant have no current intention to Rule 144 or pursuant to act in the future in a registration statement under the Act. Further, the following legends (or similar language) shall be placed on manner that would make them members of such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSa group.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser has the relevant entity is an individual with full power and authority to perform its his obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares his securities for its his own account, with the intention of holding the Shares securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the Sharessecurities. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its his knowledge and experience in financial and business matters, it he is familiar with the investments of the type that it he is undertaking to purchase; it he is fully aware of the problems and risks involved in making an investment of this type; and it he is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands hereby acknowledges that the Commission may express Company has retained Xxxxxxxxx & Company, LLC to serve as the position that Agent (the Shares purchased by “Agent”) in connection with the Rights Offering; pursuant to which the Agent will receive customary fees. The Company has requested the Agent to issue an opinion as to the fairness, from a financial point of view of the consideration to be paid to the Company in connection with the stock offering and any Public offering. The Agent shall be entitled to rely and have the benefit of, as a third party beneficiary, the representations, warranties, agreements, covenants and other provisions of this Agreement (in each case related to the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”Purchaser), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The (i) If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement. (ii) If the relevant entity Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement. (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement. (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares for its own account, with the intention of holding the Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Shares. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it the Standby Purchaser is familiar with the investments of the type that it is undertaking being undertaken to purchase; it the Standby Purchaser is fully aware of the problems and risks involved in making an investment of this type; and it the Standby Purchaser is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the there was an opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (dc) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the such Standby Purchaser enforceable against it the Standby Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ed) The Standby Purchaser understands hereby acknowledges that the Commission may express Company has retained Paragon Capital Group, LLC to serve as the position that Subscription Agent (the Shares purchased by “Subscription Agent”) in connection with the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”)Rights Offering, and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under which the Act. Further, Agent will receive customary fees for each share of Common Stock sold in the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSStock Offerings.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser has is an “Accredited Investor” within the relevant entity power and authority to perform its obligations meaning of Rule 501(a) of Regulation D promulgated under this Agreementthe Securities Act. (b) The Standby Purchaser is acquiring purchasing the Unsubscribed Shares for its the Standby Purchaser’s own account, with the intention of holding the Shares for investment purposes only and not with no a present intention of participatingentering into or making any subsequent sale, directly assignment, conveyance, pledge, hypothecation or indirectly, other transfer thereof. (c) The Standby Purchaser has no need for liquidity in a distribution the Standby Purchaser’s investment in the Unsubscribed Shares and understands that there are restrictions on the subsequent resale or other transfer of the Unsubscribed Shares. (cd) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. . (e) The Standby Purchaser acknowledges that, prior to executing this Agreement, it has been given access to all books of account, records and other documents concerning the Company, the Common Stock and the terms and conditions of the Standby Offering and the Rights Offering. In addition, the Standby Purchaser has had the opportunity to ask questions of of, and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs from, representatives of the Company, about the Company, the Common Stock, the terms and conditions of the Standby Offering and the Rights Offering and any additional information deemed necessary by the Standby Purchaser to verify the accuracy and adequacy of the written information provided to the Standby Purchaser by the Company. All questions have been answered to the full satisfaction of the Standby Purchaser. (df) The Standby Purchaser understands that the Unsubscribed Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by a holder thereof except pursuant to Rule 144 or pursuant to an effective registration statement registering the Unsubscribed Shares under the Securities Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the shares of Common Stock: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. 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 SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED THEREUNDER. (g) The Standby Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to perform its obligations under this Agreement. (h) This Agreement has been duly and validly executed and delivered by such the Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ei) The Standby Purchaser understands is not insolvent and has sufficient cash funds on hand to purchase the Unsubscribed Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. The Standby Purchaser has simultaneously with the execution and delivery of this Agreement or prior thereto provided the Company with evidence or has substantiated that the Commission may express the position that the Shares purchased by the Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement and the foregoing evidence and substantiation is a true and accurate representation of such means. (l) No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are deemed “restricted securities” as such term is defined required with respect to the Standby Purchaser in Rule 144 promulgated under order for the Securities Act (“Rule 144”), and they may not be sold except pursuant Standby Purchaser to Rule 144 enter into this Agreement or pursuant to a registration statement under purchase the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Unsubscribed Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The (i) If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement. (ii) If the relevant entity Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement. (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement. (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares his Securities for its his own account, with the intention of holding the Shares Securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the SharesSecurities; and he will not make any sale, transfer or other disposition of the Securities for a period of one year from the Closing Date. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its his knowledge and experience in financial and business matters, it he is familiar with the investments of the type that it he is undertaking to purchase; it he is fully aware of the problems and risks involved in making an investment of this type; and it he is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the such Standby Purchaser enforceable against it him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) None of the Standby Purchasers are affiliates (within the meaning of Rule 405 of the Securities Act) of one another, are not acting in concert and are not members of a group (within the meaning of Section 13(d)(3) of the Exchange Act) and have no current intention to act in the future in a manner that would make them members of such a group. (f) The Standby Purchaser understands hereby acknowledges that the Commission may express Company has retained Xxxxxx, Xxxxxxxx & Company, Incorporated to serve as the position that Agent (the Shares purchased by “Agent”) in connection with the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”)Rights Offering, and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under which the ActAgent will receive customary fees for each share of Common Stock sold in the Stock Offerings. Further, the following legends (or similar language) Agent shall be placed on such certificate(s) representing entitled to rely and have the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 benefit of, as a third-party beneficiary, the representations, warranties, agreements, covenants and other provisions of this Agreement, including any opinions of counsel to be delivered pursuant to this Agreement (THE “ACT”in each case related to the Standby Purchaser), 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser has the relevant entity is an individual with full power and authority to perform its his obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares Common Stock for its his own account, with the intention of holding the Shares Common Stock for investment and with no present intention of participating, directly or indirectly, in a distribution of the SharesCommon Stock. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its his knowledge and experience in financial and business matters, it he is familiar with the investments of the type that it he is undertaking to purchaseundertaking; it he is fully aware of the problems and risks involved in making an investment of this type; and it he is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such the Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) BVC Capital, LLC, is a limited liability company of which the Standby Purchaser is the sole and managing member. As of the date of this Agreement, BVC Capital, LLC owns 4,023 shares of TARP Preferred Stock, and intends to re-title the TARP Preferred Stock in the name of the Standby Purchaser prior to Closing. On the Closing Date, the Standby Purchaser will be the record and beneficial owner of such TARP Preferred Stock, free and clear of all pledges, claims, liens, charges, encumbrances, restrictions and security interests. (f) The Standby Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Standby Purchaser has provided the information in the Accredited Investor Questionnaire previously delivered to the Company, and the information contained therein is complete and accurate as of the date thereof, as of the date hereof and as of the Closing Date. (g) The Standby 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 Commission may express Common Stock or the position that fairness or suitability of the Shares purchased by investment in the Standby Purchaser are deemed “restricted securities” as Common Stock nor have such term is defined in Rule 144 promulgated under authorities passed upon or endorsed the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under merits of the Act. Further, Offering of the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSCommon Stock.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, and the Accredited Investor Questionnaire (the “Questionnaire”) attached as Exhibit A of this Agreement that the Standby Purchaser has completed and all of the relevant entity power statements, answers and authority to perform its obligations under this Agreementinformation thereon are true and correct as of the date hereof and will be true and correct as of the Closing Date. (b) The Standby Purchaser is acquiring purchasing the Unsubscribed Shares for its the Standby Purchaser’s own account, with the intention of holding the Shares for investment purposes only and not with no a present intention of participatingentering into or making any subsequent sale, directly assignment, conveyance, pledge, hypothecation or indirectly, other transfer thereof. (c) The Standby Purchaser has no need for liquidity in a distribution the Standby Purchaser’s investment in the Unsubscribed Shares and understands that there are restrictions on the subsequent resale or other transfer of the Subscribed Shares. (cd) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. . (e) The Standby Purchaser acknowledges that, prior to executing this Agreement, it has been given access to all books of account, records and other documents concerning the Company, the Common Stock and the terms and conditions of the Standby Offering and the Rights Offering. In addition, the Standby Purchaser has had the opportunity to ask questions of of, and receive answers or obtain additional information from a representative from, representatives of the Company concerning the financial and other affairs Sussex Bank, a wholly owned subsidiary of the Company (the “Bank”), about the Company, the Bank, the Common Stock, the terms and conditions of the Standby Offering and the Rights Offering and any additional information deemed necessary by the Standby Purchaser to verify the accuracy and adequacy of the written information provided to the Standby Purchaser by the Company. All questions have been answered to the full satisfaction of the Standby Purchaser. (df) This Agreement has been duly and validly executed and delivered by such The Standby Purchaser understands and constitutes a binding obligation acknowledges that the Unsubscribed Shares have not been registered under the Securities Act, under comparable federal banking regulations, if applicable, or under the securities laws of the Standby Purchaser enforceable against it any state, but have been offered and sold pursuant to and in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)reliance upon exemptions from registration thereunder. (eg) The Standby Purchaser understands that the Commission may express the position that the Unsubscribed Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by a holder thereof except pursuant to Rule 144 or pursuant to a an effective registration statement registering the Unsubscribed Shares under the Securities Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Sharesshares of Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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. (h) The Standby Purchaser hereby acknowledges and agrees that the Company may decline to issue Common Stock to the Standby Purchaser hereunder if, in the opinion of the Company, the Standby Purchaser is required to obtain prior clearance or approval of such purchase from any state or federal bank regulatory authority and if such approval or clearance has not been obtained or if satisfactory evidence thereof has not been presented to the Company prior to the expiration of the Standby Offering. (i) If the Standby Purchaser is: (i) an individual, he or she has full power and authority to perform his or her obligations under this Agreement; (ii) a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement; (iii) a trust, the Trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement; or (iv) a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full power and authority to perform its obligations under this Agreement. (j) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (k) The Standby Purchaser is not insolvent and has sufficient cash funds on hand to purchase the Unsubscribed Shares on the terms and conditions contained in this Agreement and will have such funds on the Closing Date. The Standby Purchaser has simultaneously with the execution and delivery of this Agreement or prior thereto provided the Company with evidence or substantiated that such Standby Purchaser has the financial means to satisfy its financial obligations under this Agreement and the foregoing evidence and substantiation is a true and accurate representation of such means. (l) No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required with respect to the Standby Purchaser in order for the Standby Purchaser to enter into this Agreement or purchase the Unsubscribed Shares.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser (and any Permitted Assignee for an on behalf of itself as if it were executing this Agreement) represents and warrants to, and agrees with, to the Company as follows: (a) The Each Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares shares of Common Stock purchased hereunder for its own account, with the intention of holding the Shares such securities for investment and with no present intention of participating, directly or indirectly, in a distribution of such securities. The Standby Purchaser understands that the Sharesshares of Common Stock purchased by it hereunder shall be deemed “restricted securities” under the Securities Act and shall bear a restrictive legend to that effect. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares shares of Common Stock purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Securities Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Sharesshares of Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser (and any Permitted Assignee for an on behalf of itself as if it were executing this Agreement) represents and warrants to, and agrees with, to the Company as follows: (a) The Standby Purchaser has the relevant entity power and authority to perform its obligations under this Agreement. (b) The Standby Purchaser is acquiring the Shares securities for its own account, with the intention of holding the Shares securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the Sharessecurities. The Standby Purchaser understands that the shares of Common Stock purchased by it hereunder shall be deemed “restricted securities” under the Securities Act and shall bear a restrictive legend. (c) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (d) This Agreement has been duly and validly executed and delivered by such Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Standby Purchaser understands that the Commission may express the position that the Shares shares of Common Stock purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Sharesshares of Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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. f) Accredited Investor. The Standby Purchaser is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. The Standby Purchaser agrees to furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Shares.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants toas of the date hereof and as of the Closing Date (except for the representations and warranties that are as of a specific date, and agrees with, which shall be made as of such date) to the Company as follows: (a) The Standby Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the relevant entity requisite organizational power and authority to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. Assuming the correctness of the representations and warranties made by the Company in Section 3 hereof, the execution and delivery of this Agreement by the Standby Purchaser and performance by the Standby Purchaser of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Standby Purchaser, and no further consent or authorization in connection therewith is required by the Standby Purchaser, its board of directors or its members. This Agreement has been duly executed by the Standby Purchaser, and when delivered by the Standby Purchaser in accordance with the terms of this Agreement and thereof, will constitute the legal, valid and binding obligations of the Standby Purchaser, enforceable against it in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. (b) The Standby Purchaser was contacted by the Company or Xxxxxxx with respect to a potential investment in the Shares. The Standby Purchaser understands that the Standby Purchaser is acquiring the Purchased Shares in the ordinary course of its business directly from the Company (and not from Xxxxxxx), as principal for its own account, with the intention of holding the Shares for investment and with no present intention of participatingdividing its participation with others or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Standby Purchaser does not presently have any agreement or understanding, directly or indirectly, in a distribution with any Person to: (i) distribute any of the Purchased Shares; (ii) hold or to dispose of the Purchased Shares; or (iii) acquire any Shares from any other Person other than from the Company pursuant to this Agreement. Notwithstanding the foregoing, except as otherwise set forth in this Agreement, by making the representations herein, the Standby Purchaser does not agree to hold any of the Purchased Shares for any minimum or other specific term. (c) The Standby Purchaser is familiar with an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Standby Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act, or an unregistered broker-dealer engaged in the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investmentbeing a broker-dealer. The Standby Purchaser acknowledges thatis an experienced institutional investor, prior to executing this Agreementis knowledgeable regarding the life insurance industry, it and has had the opportunity to ask questions of experience in investing in life insurance companies and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Companylife insurance holding companies. (d) This Agreement has been duly and validly executed and delivered by such The Standby Purchaser and constitutes is not purchasing the Purchased Shares as a binding obligation result of any advertisement, article, notice or other communication regarding the Purchased 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. The Standby Purchaser did not learn about Federal Life or the Offerings as a result of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)Registration Statement. (e) The Standby Purchaser understands that the Commission may express Purchased Shares Shares are being offered and sold to it in reliance on specific exemptions from the position that the Shares purchased by the Standby Purchaser are deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), registration requirements of United States federal and they may not be sold except pursuant to Rule 144 or pursuant to a registration statement under the Act. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSstate securities laws and regulations.

Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to, and agrees with, to the Company as follows: (a) The (i) If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement. (ii) If the relevant entity Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement. (iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement. (iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with full power and authority to perform its obligations under this Agreement. (b) As of the Record Date, Standby Purchaser owned shares of Common Stock. (c) The Standby Purchaser is acquiring the Shares his Securities for its his own account, with the intention of holding the Shares Securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the SharesSecurities; and he will not make any sale, transfer or other disposition of the Securities for a period of six (6) months from the Closing Date. (cd) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its his knowledge and experience in financial and business matters, it he is familiar with the investments of the type that it he is undertaking to purchase; it he is fully aware of the problems and risks involved in making an investment of this type; and it he is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, it he has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company. (de) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of the such Standby Purchaser enforceable against it him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (ef) The Standby Purchaser understands that the Commission may express the position that the Shares purchased by None of the Standby Purchaser Purchasers are deemed “restricted securitiesaffiliates” as such term is defined in (within the meaning of Rule 144 promulgated under 405 of the Securities Act Act) of one another, are not acting in concert and are not members of a “group” (“Rule 144”), within the meaning of Section 13(d)(3) of the Exchange Act) and they may not be sold except pursuant have no current intention to Rule 144 or pursuant to act in the future in a registration statement under the Act. Further, the following legends (or similar language) shall be placed on manner that would make them members of such certificate(s) representing the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH 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) 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 LAWSa group.