Common use of Representations by Subscribers Clause in Contracts

Representations by Subscribers. Each of the Subscribers severally represents and warrants to the Company as follows: 2.1 The Subscriber acknowledges and agrees that in the event that the Subscriber previously subscribed for Shares and executed a Subscription Agreement in connection therewith, this Agreement supersedes such Subscription Agreement and any funds currently being held in an escrow account in connection therewith shall be used as payment of the Purchase Price in accordance with the terms and conditions of this Agreement. 2.2 The Subscriber acknowledges and agrees that, in connection with some or all of the Offering, the Company may engage a placement agent (the “Placement Agent”) to assist with the sale of the Shares and that the Placement Agent may receive certain compensation and fees from the gross proceeds received by the Company in connection with the Offering and warrants to purchase Common Stock. 2.3 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and (iv) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. 2.4 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Shares Act of 1933, as amended (the “Act”), and that the Subscriber is able to bear the economic risk and illiquidity of an investment in the Shares. 2.5 The Subscriber hereby acknowledges and represents that (i) the Subscriber has prior investment experience, including investment in non-listed and unregistered securities, or that the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors to evaluate the merits and risks of such an investment on the Subscriber’s behalf; (ii) the Subscriber recognizes the highly speculative nature of an investment in the Shares; and (iii) the Subscriber is able to bear the economic risk and illiquidity which the Subscriber assumes by investing in the Shares. 2.6 The Subscriber (i) hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber has requested or desired to know; (ii) has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Shares; and (iii) has received any additional information which the Subscriber has requested. (a) To the extent necessary, the Subscriber has retained, at its own expense, and relied upon the advice of appropriate professionals regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Shares hereunder. (b) The Subscriber covenants that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.8 The Subscriber hereby acknowledges that the sale of Shares has not been reviewed by the United States Shares and Exchange Commission (the “SEC”) because of the Company’s representations that this sale of Shares is intended to be exempt from the registration requirements of Section 5 of the Act pursuant to Sections 3(b), 4(2) and 4(6) thereof and Regulation D promulgated under the Act. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment and not with a view toward the resale or distribution thereof to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 2.9 The Subscriber understands and hereby acknowledges that the Shares it is purchasing are characterized as “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Subscriber represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 2.10 The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares under the Act or any state securities or “blue sky” laws. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws. 2.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares indicating that such Shares have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Shares. 2.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Shares subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 2.13 The Subscriber, whose name appears on the signature line below, shall be the beneficial owner of the Shares for which such Subscriber subscribes.

Representations by Subscribers. Each of the undersigned Subscribers severally represents and warrants as to such Subscriber, severally and not jointly, to the Company Corporation as follows: 2.1 (a) The Subscriber acknowledges is acquiring the Shares for its own account as principal, for investment and agrees that in the event that the Subscriber previously subscribed for Shares and executed not with a Subscription Agreement in connection therewith, this Agreement supersedes such Subscription Agreement and view to resale or distribution of all or any funds currently being held in an escrow account in connection therewith shall be used as payment part of the Purchase Price Shares except in accordance with and as provided for in this Agreement. (b) Immediately prior to the purchase: (i) the Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the prospective investment; and (ii) the Subscriber is able to bear the economic risk of the investment (i.e., at the time of investment it could afford a complete loss without hardship). (c) The Subscriber has been informed as to, and is familiar with, the business activities of the Corporation. The respective Subscriber has been provided with copies of: (i) the Corporation’s 2008 Form 10-K Annual Report; (ii) the Corporation’s proxy statement used in connection with the solicitation of proxies for its 2009 Annual Meeting of Shareholders; and (iii) the Corporation’s quarterly report on Form 10-Q for the period ended March 31, 2009. (d) The Subscriber has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Corporation, including the President, concerning the Corporation, its business, and the terms and conditions of this Agreement. 2.2 The Subscriber acknowledges and agrees that, in connection with some or all of the Offering, and to obtain such additional information as the Company may engage a placement agent (Subscriber deems necessary to verify the “Placement Agent”) to assist with accuracy and adequacy of the information it has obtained. The Subscriber fully understands that the offer and sale of the Shares and has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon exemptions from Securities Act registration, and, accordingly, to the extent that the Placement Agent may receive certain compensation and fees from Subscriber is not supplied with information which would have been contained in a registration statement filed under the gross proceeds received by the Company in connection with the Offering and warrants Securities Act it must rely on its own access to purchase Common Stocksuch information. 2.3 (e) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and (iv) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. 2.4 The Subscriber represents affirms that the Subscriber is an “accredited investor” as such that term is defined and construed pursuant to Rule 501 under the Securities Act because at least one of the following statements accurately describes the Subscriber (indicate the appropriate manner of qualification): (i) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the Closing will exceed $1,000,000; (ii) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (iii) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchase is directed by a “sophisticated person” as described in Rule 501 of Regulation D promulgated 506(b)(2)(ii) under the Shares Act (explain basis for “sophisticated person” determination on a separate exhibit); (iv) an organization described in Section 501(c) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000; (v) an employee benefit plan with assets in excess of $5 million, or a self directed employee benefit plan, in either case with investment decisions made solely by persons who are accredited investors (identify persons with investment discretion and basis for their accredited investor status on separate exhibit); (vi) an entity in which all of the equity owners are accredited investors; or (vii) an entity which otherwise qualifies as an accredited investor, such as: a bank; savings and loan association; registered broker or dealer; business development company; insurance company; registered investment company; licensed small business investment company; an employee benefit plan established by a state or one of its political subdivisions with total assets in excess of $5 million; or an employee benefit plan as defined in ERISA in which the investment decision is made by a “plan fiduciary” that is either a bank, savings and loan association, insurance company, or registered investment company, ; or a private business development company as defined under in section 202(a)(22) or the Investment Advisers Act of 19331940; (in each case, explain circumstances on a separate exhibit) or (viii) a director or executive officer of the Corporation. (f) The Subscriber affirms that all information that it has provided to the Corporation either directly or indirectly, concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters is accurate and complete as amended of the date of this Agreement. (the “Act”), g) The Subscriber fully understands and agrees that the Subscriber is able to must bear the economic risk and illiquidity of an its investment in the Shares. 2.5 The Subscriber hereby acknowledges and represents that (i) the Subscriber has prior investment experienceShares for an indefinite period of time because, including investment in non-listed and unregistered securities, or that the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all among other prospective investors to evaluate the merits and risks of such an investment on the Subscriber’s behalf; (ii) the Subscriber recognizes the highly speculative nature of an investment in the Shares; and (iii) the Subscriber is able to bear the economic risk and illiquidity which the Subscriber assumes by investing in the Shares. 2.6 The Subscriber (i) hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber has requested or desired to know; (ii) has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Shares; and (iii) has received any additional information which the Subscriber has requested. (a) To the extent necessaryreasons, the Subscriber has retained, at its own expense, and relied upon the advice of appropriate professionals regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Shares hereunder. (b) The Subscriber covenants that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.8 The Subscriber hereby acknowledges that the sale of Shares has have not been reviewed by the United States Shares and Exchange Commission (the “SEC”) because of the Company’s representations that this sale of Shares is intended to be exempt from the registration requirements of Section 5 of the Act pursuant to Sections 3(b), 4(2) and 4(6) thereof and Regulation D promulgated registered under the Securities Act. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment and and, therefore, cannot with a view toward the resale or distribution thereof to others. The Subscriber agrees that the Subscriber will not sell be sold, pledged, assigned or otherwise transfer the Shares disposed of unless they are subsequently registered under the Securities Act or unless or, in the opinion of counsel acceptable to the Corporation, an exemption from such registration is available. 2.9 (h) The Subscriber understands and hereby acknowledges that no federal or state agency has passed upon the offering of the Shares it is purchasing are characterized or made any finding or determination as “restricted securities” under federal securities laws inasmuch as they are being acquired from to the Company in a transaction not involving a public fairness of the offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Shares. (i) The Subscriber represents acknowledges that it is familiar with Rule 144 promulgated not purchasing the Shares as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the Securities Act), as presently including, without limitation, any advertisements, articles, notices or other communications published in effectany newspaper, and understands magazine or similar medium or broadcast on radio, television, or over the resale limitations imposed thereby and by the Act. 2.10 The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares under the Act internet, or any state securities seminar or “blue sky” laws. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied meeting whose attendees have been invited by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act general solicitation or any applicable state “blue sky” lawsgeneral advertising. 2.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares indicating that such Shares have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Shares. 2.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Shares subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 2.13 The Subscriber, whose name appears on the signature line below, shall be the beneficial owner of the Shares for which such Subscriber subscribes.

Representations by Subscribers. Each of the undersigned Subscribers severally represents and warrants as to such Subscriber, severally and not jointly, to the Company Corporation as follows: 2.1 (a) The Subscriber acknowledges is acquiring the Shares for its own account as principal, for investment and agrees that in the event that the Subscriber previously subscribed for Shares and executed not with a Subscription Agreement in connection therewith, this Agreement supersedes such Subscription Agreement and view to resale or distribution of all or any funds currently being held in an escrow account in connection therewith shall be used as payment part of the Purchase Price Shares except in accordance with the terms and conditions of as provided for in this Agreement. 2.2 The Subscriber acknowledges and agrees that, in connection with some or all of (b) Immediately prior to the Offering, the Company may engage a placement agent (the “Placement Agent”) to assist with the sale of the Shares and that the Placement Agent may receive certain compensation and fees from the gross proceeds received by the Company in connection with the Offering and warrants to purchase Common Stock.purchase: 2.3 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and (iv) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. 2.4 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Shares Act of 1933, as amended (the “Act”), and that the Subscriber is able to bear the economic risk and illiquidity of an investment in the Shares. 2.5 The Subscriber hereby acknowledges and represents that (i) the Subscriber has prior investment experience, including investment such knowledge and experience in non-listed financial and unregistered securities, or business matters that it is capable of evaluating the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all risks and merits of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors to evaluate the merits and risks of such an investment on the Subscriber’s behalfinvestment; and (ii) the Subscriber recognizes the highly speculative nature of an investment in the Shares; and (iii) the Subscriber is able to bear the economic risk and illiquidity which of the Subscriber assumes by investing in investment (i.e., at the Sharestime of investment it could afford a complete loss without hardship). 2.6 (c) The Subscriber (i) hereby represents that the Subscriber has been furnished informed as to, and is familiar with, the business activities of the Corporation. The respective Subscriber has been provided with copies of the Corporation's 1995 Annual Report to Shareholders, the Corporation's proxy statement used in connection with the solicitation of proxies for its 1996 Annual Meeting of Shareholders, the Corporation's June 30, 1996 Form N-SAR and semi-annual report to shareholders. (d) The Subscriber has been advised that the Corporation was made a defendant in an law suit brought by Sealy Corporation for contribution pursuant to the federal Comprehensive Environmental Response, Cleanup and Liability Act ("CERCLA") and the New Jersey Spill Compensation and Control Act (the "N.J. Spill Act") for remediation costs in excess of $1,000,000 that will be incurred by Sealy in connection with the clean-up of a property allegedly owned by Stop-Fire, Inc. during the period from 1976 to 1979 on which Stop-Fire is alleged to have dumped paints, solvents and fire extinguisher materials while allegedly under the control of the Corporation. The Subscriber understands that while the Corporation's motion to dismiss the causes of action against it were dismissed on _____________, 1996 pursuant to a motion made by the Company during Corporation based on the course absence of evidence indicating ownership or control by the Corporation of Stop-Fire, Inc. sufficient for the imposition of liability under CERCLA or the N.J. Spill Act, no assurance can be given that the dismissal will not be appealed, that any such appeal might not be successful, and, consequently, that the Corporation will have no liability resulting from this transaction claim or that it will not incur substantial expenses in defending or settling the action brought in connection with all information regarding the Company which the this claim. (e) The Subscriber has requested or desired to know; (ii) has been afforded the had an opportunity to ask questions of of, and receive answers from duly authorized officers or other from, appropriate representatives of the Company Corporation, including the President, concerning the Corporation, its business, and the terms and conditions of the Shares; Offering, and (iii) has received any to obtain such additional information which as the Subscriber deems necessary to verify the accuracy and adequacy of the information it has requestedobtained. The Subscriber fully understands that this Offering has not been registered under the Securities Act of 1933 (the "Securities Act") in reliance upon exemptions therefrom, and, accordingly, to the extent that it is not supplied with information which would have been contained in a registration statement filed under the Securities Act it must rely on its own access to such information. (a) To the extent necessary, the Subscriber has retained, at its own expense, and relied upon the advice of appropriate professionals regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Shares hereunder. (bf) The Subscriber covenants that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.8 The Subscriber hereby acknowledges that the sale of Shares has not been reviewed by the United States Shares and Exchange Commission (the “SEC”) because of the Company’s representations that this sale of Shares is intended to be exempt from the registration requirements of Section 5 of the Act pursuant to Sections 3(b), 4(2) and 4(6) thereof and Regulation D promulgated under the Act. In this connection, the Subscriber hereby represents affirms that the Subscriber is purchasing an "accredited investor" as that term is defined and construed pursuant to Rule 501 under the Shares Securities Act of 1933 because at least one of the following statements is true with respect to it (indicate the appropriate manner of qualification): (i) a natural person whose individual net worth, or joint net worth with that person's spouse, at the Closing will exceed $1,000,000; (ii) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (iii) a trust, with total assets in excess of $5,000,000, not formed for the Subscriber’s own account specific purpose of acquiring Shares, whose purchase is directed by a "sophisticated person" as described in Rule 506(b)(2)(ii) under the Act; (iv) an organization described in Section 501(c) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for investment and not the specific purpose of acquiring Shares, with total assets in excess of $5,000,000; (v) an entity in which all of the equity owners are accredited investors; or (vi) an entity which otherwise qualifies as an accredited investor (explain circumstances on a view toward the resale or distribution thereof to others. separate exhibit). (g) The Subscriber affirms that all information that it has provided to the Corporation either directly or indirectly, concerning the Subscriber, the Subscriber's financial position and the Subscriber's knowledge of financial and business matters is accurate and complete as of the date of this Agreement. (h) The Subscriber fully understands and agrees that the Subscriber will must bear the economic risk of its investment in the Shares for an indefinite period of time because, among other reasons, the Shares have not sell been registered under the Securities Act, and, therefore, cannot be sold, pledged, assigned or otherwise transfer the Shares disposed of unless they are subsequently registered under the Securities Act or unless or, in the opinion of counsel acceptable to the Corporation, an exemption from such registration is available. 2.9 (i) The Subscriber understands and hereby acknowledges that no federal or state agency has passed upon the offering of the Shares it is purchasing are characterized or made any finding or determination as “restricted securities” under federal securities laws inasmuch as they are being acquired from to the Company in a transaction not involving a public fairness of the offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Subscriber represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the ActShares. 2.10 (j) The Subscriber understands and hereby acknowledges that the Company Corporation is under no obligation to register the Shares a closed-end investment company that is registered under the Act or any state securities or “blue sky” laws. The Investment Company of 1940 (the "ICA"), and the Subscriber consents affirms that the Company may, if it desires, permit the transfer its purchase of the Shares out of hereunder will not cause it or the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory Corporation to the Company that neither the sale nor the proposed transfer results be in a violation of the Act or any applicable state “blue sky” laws. 2.11 The Subscriber consents to restrictions on ownership of the placement of a legend on any certificate or other document evidencing Corporations common shares imposed by the Shares indicating that such Shares have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to ICA, including, without limitation, the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Shares. 2.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Shares subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation Section 12 of the Subscriber, enforceable against the Subscriber in accordance with its terms. 2.13 The Subscriber, whose name appears on the signature line below, shall be the beneficial owner ICA upon ownership of the Shares for which such Subscriber subscribesCorporation's common shares by unregistered investment companies.

Representations by Subscribers. Each of the Subscribers severally Subscriber represents and warrants to the Company as follows: 2.1 The Subscriber acknowledges and agrees that in the event that the Subscriber previously subscribed for Shares and executed a Subscription Agreement in connection therewith, this Agreement supersedes such Subscription Agreement and any funds currently being held in an escrow account in connection therewith shall be used as payment of the Purchase Price in accordance with the terms and conditions of this Agreement. 2.2 The Subscriber acknowledges and agrees that, in connection with some or all of the Offering, the Company may engage a placement agent (the “Placement Agent”) to assist with the sale of the Shares and that the Placement Agent may receive certain compensation and fees from the gross proceeds received by the Company in connection with the Offering and warrants to purchase Common Stock. 2.3 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and (iv) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. 2.4 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Shares Act of 1933, as amended (the “Act”), and that the Subscriber is able to bear the economic risk and illiquidity of an investment in the Shares. 2.5 The Subscriber hereby acknowledges and represents that (i) the Subscriber has prior investment experience, including investment in non-listed and unregistered securities, or that the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors to evaluate the merits and risks of such an investment on the Subscriber’s behalf; (ii) the Subscriber recognizes the highly speculative nature of an investment in the Shares; and (iii) the Subscriber is able to bear the economic risk and illiquidity which the Subscriber assumes by investing in the Shares. 2.6 The Subscriber (i) hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber has requested or desired to know; (ii) has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Shares; and (iii) has received any additional information which the Subscriber has requested. (a) To the extent necessary, the Subscriber has retained, at its own expense, and relied upon the advice of appropriate professionals regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Shares hereunder. (b) The Subscriber covenants that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.8 The Subscriber hereby acknowledges that the sale of Shares has not been reviewed by the United States Shares and Exchange Commission (the “SEC”) because of the Company’s representations that this sale of Shares is intended to be exempt from the registration requirements of Section 5 of the Act pursuant to Sections 3(b), 4(2) and 4(6) thereof and Regulation D promulgated under the Act. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment and not with a view toward the resale or distribution thereof to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 2.9 The Subscriber understands and hereby acknowledges that the Shares it is purchasing are characterized as “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Subscriber represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 2.10 The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares under the Act or any state securities or “blue sky” laws. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws. 2.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares indicating that such Shares have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Shares. 2.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Shares subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 2.13 The Subscriber, whose name appears on the signature line below, shall be the beneficial owner of the Shares for which such Subscriber subscribes.

Representations by Subscribers. Each of the Subscribers Subscriber, severally and not jointly, represents and warrants that: (a) it is purchasing the Offered Securities to be purchased by it solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to each Subscriber’s right at all times to sell or otherwise dispose of all or any part of such Offered Securities pursuant to a registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, subject to the Company as follows: 2.1 The Subscriber acknowledges and agrees that in the event that the Subscriber previously subscribed for Shares and executed a Subscription Agreement in connection therewith, this Agreement supersedes such Subscription Agreement and any funds currently being held in an escrow account in connection therewith shall be used as payment of the Purchase Price in accordance with the terms and conditions of this Agreement.; 2.2 The Subscriber acknowledges (b) it is knowledgeable, sophisticated and agrees that, experienced in connection with some or all business and financial matters; (c) it has previously invested in securities similar to the Offered Securities and fully understands the limitations on transfer and the restrictions on sales of the Offering, the Company may engage a placement agent such securities; (the “Placement Agent”d) to assist with the sale of the Shares and that the Placement Agent may receive certain compensation and fees from the gross proceeds received by the Company in connection with the Offering and warrants to purchase Common Stock. 2.3 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and (iv) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. 2.4 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Shares Act of 1933, as amended (the “Act”), and that the Subscriber it is able to bear the economic risk and illiquidity of an its investment in the Shares.Offered Securities and is currently able to afford the complete loss of such investment; 2.5 The Subscriber hereby acknowledges and represents that (e) it is an institutional “accredited investor” as defined in Regulation D promulgated under the Securities Act; (f) it did not employ any broker or finder in connection with the transactions contemplated in this Agreement; (g) it understands that: (i) the Subscriber has prior investment experience, including investment in non-listed Offered Securities have not been registered under the Securities Act and unregistered securities, or that the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available are being issued by the Company both in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Subscriber and to all other prospective investors to evaluate Offered Securities under the merits and risks of such an investment on the Subscriber’s behalf; Securities Act or any state or blue sky law; (ii) the Subscriber recognizes Offered Securities may not be offered or sold except pursuant to an effective registration statement under the highly speculative nature of Securities Act or pursuant to an investment in applicable exemption from registration under the SharesSecurities Act; and and (iii) that no public market now exists for the Subscriber Offered Securities and that it is able unlikely that a public market will ever exist for the Offered Securities; (h) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to bear it) promulgated under the economic risk Securities Act depends on the satisfaction of various conditions, and illiquidity which that, if applicable, Rule 144 may afford the Subscriber assumes by investing basis for sales only in the Shares.limited amounts; 2.6 The Subscriber (i) hereby represents that the Subscriber it has been furnished by the Company during the course of this transaction with had access to all information regarding that it believes is necessary, sufficient or appropriate in connection with its purchase of the Company which the Subscriber has requested or desired to know; (ii) Offered Securities, has been afforded the an opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Sharesoffering and sale of the Offered Securities, has had all such questions answered to its satisfaction and has been supplied all additional information as it has requested, has made an independent decision to purchase the Offered Securities based on the information concerning the business and financial condition of the Company, and other information available to it, which it has determined is adequate for that purpose; (j) it is duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it was formed and the execution, delivery and performance of this Agreement is within such Subscriber’s powers (corporate and otherwise) and has been duly authorized by all requisite action (corporate and otherwise); (k) it acknowledges that, to the extent applicable, each certificate evidencing the Offered Securities shall be endorsed with the legends substantially in the form set forth below, as well as any additional legend imposed or required by applicable state securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT: (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) PURCHASING SUCH SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) AT ANY TIME AFTER THE CASH PAYMENT DATE (AS DEFINED IN THE STATEMENT OF RESOLUTIONS ESTABLISHING THE 13 1/2% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK, WHICH CONSTITUTES A PART OF THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED, ON FILE IN THE XXXXXX XX XXX XXXXXXXXX XX XXXXX XX XXX XXXXX XX XXXXX) IN AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (4) IN A SALE TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(1) OF THE SECURITIES ACT (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (5) TO THE CORPORATION, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES AND ALL OTHER JURISDICTIONS. THE HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY WILL BE FURTHER REQUIRED TO INFORM EACH SUBSEQUENT TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY OF THE FOREGOING AND ANY OTHER RESTRICTIONS ON TRANSFER.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF RESOLUTIONS ESTABLISHING AND DESIGNATING THE SERIES A PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF RESOLUTIONS.” (l) it acknowledges that prior to entering into this Agreement, it was advised by Persons deemed appropriate by such Subscriber concerning this Agreement and the transactions contemplated hereby, and conducted its own due diligence investigation and made its own investment decision with respect to such transactions. Such Subscriber is not relying on any statements, representations or warranties made by the Company, or any of their affiliates, whether in writing or orally, other than the express representations and warranties of the Company in this Agreement; (m) it understands and acknowledges that: (i) the Offered Securities have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as represented herein by the Subscriber; (ii) its representations and warranties contained herein are being relied upon by the Company as a basis for exemption of the sale of the Offered Securities under the Securities Act, under the securities laws of all applicable states and for other purposes; (iii) has received any additional information which the Subscriber has requested. (a) To offering of the extent necessary, Offered Securities pursuant to this Agreement will not be registered under the Subscriber has retained, at its own expense, and relied upon Securities Act on the advice of appropriate professionals regarding ground that the investment, tax and legal merits and consequences of sale provided for in this Agreement and its purchase the issuance of the Shares hereunder. (b) The Subscriber covenants that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.8 The Subscriber hereby acknowledges that the sale of Shares has not been reviewed by the United States Shares and Exchange Commission (the “SEC”) because of the Company’s representations that this sale of Shares securities hereunder is intended to be exempt from the registration requirements of Section 5 the Securities Act; and (iv) no state or federal agency has made any finding or determination as to the fairness of the Act pursuant terms of the sale of the Offered Securities or any recommendation or endorsement thereof; (n) the principal executive office of the Subscriber in which its investment decision was made is located at the address of such Subscriber as forth set forth on the counterpart signature page to Sections 3(b), 4(2this Agreement executed and delivered by such Subscriber; and (o) it is for United States federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and 4(6one or more United States persons have the authority to control all substantial decisions of the trust or (B) thereof and Regulation D has a valid election in effect under applicable Treasury regulations promulgated under the Act. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment and not with a view toward the resale or distribution thereof to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 2.9 The Subscriber understands and hereby acknowledges that the Shares it is purchasing are characterized as “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Subscriber represents that it is familiar with Rule 144 promulgated under the ActInternal Revenue Code of 1986, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 2.10 The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares under the Act or any state securities or amended (“blue sky” laws. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws. 2.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares indicating that such Shares have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Shares. 2.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwiseUnited States Treasury Regulations”) to execute and deliver this Agreement and to purchase the Shares subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its termsbe treated as a United States person; or (v) an entity that is treated as a domestic partnership. 2.13 The Subscriber, whose name appears on the signature line below, shall be the beneficial owner of the Shares for which such Subscriber subscribes.

Representations by Subscribers. Each of the Subscribers Subscriber, severally and not jointly, represents and warrants that: (a) it is purchasing the Offered Securities to be purchased by it solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to each Subscriber’s right at all times to sell or otherwise dispose of all or any part of such Offered Securities pursuant to a registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, subject to the Company as follows: 2.1 The Subscriber acknowledges and agrees that in the event that the Subscriber previously subscribed for Shares and executed a Subscription Agreement in connection therewith, this Agreement supersedes such Subscription Agreement and any funds currently being held in an escrow account in connection therewith shall be used as payment of the Purchase Price in accordance with the terms and conditions of this Agreement.; 2.2 The Subscriber acknowledges (b) it is knowledgeable, sophisticated and agrees that, experienced in connection with some or all business and financial matters; (c) it has previously invested in securities similar to the Offered Securities and fully understands the limitations on transfer and the restrictions on sales of the Offering, the Company may engage a placement agent such securities; (the “Placement Agent”d) to assist with the sale of the Shares and that the Placement Agent may receive certain compensation and fees from the gross proceeds received by the Company in connection with the Offering and warrants to purchase Common Stock. 2.3 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and (iv) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. 2.4 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Shares Act of 1933, as amended (the “Act”), and that the Subscriber it is able to bear the economic risk and illiquidity of an its investment in the Shares.Offered Securities and is currently able to afford the complete loss of such investment; 2.5 The Subscriber hereby acknowledges and represents that (e) it is an institutional “accredited investor” as defined in Regulation D promulgated under the Securities Act; (f) it did not employ any broker or finder in connection with the transactions contemplated in this Agreement; (g) it understands that: (i) the Subscriber has prior investment experience, including investment in non-listed Offered Securities have not been registered under the Securities Act and unregistered securities, or that the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available are being issued by the Company both in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Subscriber and to all other prospective investors to evaluate Offered Securities under the merits and risks of such an investment on the Subscriber’s behalf; Securities Act or any state or blue sky law; (ii) the Subscriber recognizes Offered Securities may not be offered or sold except pursuant to an effective registration statement under the highly speculative nature of Securities Act or pursuant to an investment in applicable exemption from registration under the SharesSecurities Act; and and (iii) that no public market now exists for the Subscriber Offered Securities and that it is able unlikely that a public market will ever exist for the Offered Securities; (h) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to bear it) promulgated under the economic risk Securities Act depends on the satisfaction of various conditions, and illiquidity which that, if applicable, Rule 144 may afford the Subscriber assumes by investing basis for sales only in the Shares.limited amounts; 2.6 The Subscriber (i) hereby represents that the Subscriber it has been furnished by the Company during the course of this transaction with had access to all information regarding that it believes is necessary, sufficient or appropriate in connection with its purchase of the Company which the Subscriber has requested or desired to know; (ii) Offered Securities, has been afforded the an opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Sharesoffering and sale of the Offered Securities, has had all such questions answered to its satisfaction and has been supplied all additional information as it has requested, has made an independent decision to purchase the Offered Securities based on the information concerning the business and financial condition of the Company, and other information available to it, which it has determined is adequate for that purpose; (j) it is duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it was formed and the execution, delivery and performance of this Agreement is within such Subscriber’s powers (corporate and otherwise) and has been duly authorized by all requisite action (corporate and otherwise); (k) it acknowledges that, to the extent applicable, each certificate evidencing the Offered Securities shall be endorsed with the legends substantially in the form set forth below, as well as any additional legend imposed or required by applicable state securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT: (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) PURCHASING SUCH SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) AT ANY TIME AFTER THE CASH PAYMENT DATE (AS DEFINED IN THE STATEMENT OF RESOLUTIONS ESTABLISHING THE 12 1/2% SERIES B CUMULATIVE PERPETUAL PREFERRED STOCK, WHICH CONSTITUTES A PART OF THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED, ON FILE IN THE XXXXXX XX XXX XXXXXXXXX XX XXXXX XX XXX XXXXX XX XXXXX) IN AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (4) IN A SALE TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(1) OF THE SECURITIES ACT (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (5) TO THE CORPORATION, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES AND ALL OTHER JURISDICTIONS. THE HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY WILL BE FURTHER REQUIRED TO INFORM EACH SUBSEQUENT TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY OF THE FOREGOING AND ANY OTHER RESTRICTIONS ON TRANSFER.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF RESOLUTIONS ESTABLISHING AND DESIGNATING THE SERIES B PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF RESOLUTIONS.” (l) it acknowledges that prior to entering into this Agreement, it was advised by Persons deemed appropriate by such Subscriber concerning this Agreement and the transactions contemplated hereby, and conducted its own due diligence investigation and made its own investment decision with respect to such transactions. Such Subscriber is not relying on any statements, representations or warranties made by the Company, or any of their affiliates, whether in writing or orally, other than the express representations and warranties of the Company in this Agreement; (m) it understands and acknowledges that: (i) the Offered Securities have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as represented herein by the Subscriber; (ii) its representations and warranties contained herein are being relied upon by the Company as a basis for exemption of the sale of the Offered Securities under the Securities Act, under the securities laws of all applicable states and for other purposes; (iii) has received any additional information which the Subscriber has requested. (a) To offering of the extent necessary, Offered Securities pursuant to this Agreement will not be registered under the Subscriber has retained, at its own expense, and relied upon Securities Act on the advice of appropriate professionals regarding ground that the investment, tax and legal merits and consequences of sale provided for in this Agreement and its purchase the issuance of the Shares hereunder. (b) The Subscriber covenants that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.8 The Subscriber hereby acknowledges that the sale of Shares has not been reviewed by the United States Shares and Exchange Commission (the “SEC”) because of the Company’s representations that this sale of Shares securities hereunder is intended to be exempt from the registration requirements of Section 5 the Securities Act; and (iv) no state or federal agency has made any finding or determination as to the fairness of the Act pursuant terms of the sale of the Offered Securities or any recommendation or endorsement thereof; (n) the principal executive office of the Subscriber in which its investment decision was made is located at the address of such Subscriber as forth set forth on the counterpart signature page to Sections 3(b), 4(2this Agreement executed and delivered by such Subscriber; and (o) it is for United States federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and 4(6one or more United States persons have the authority to control all substantial decisions of the trust or (B) thereof and Regulation D has a valid election in effect under applicable Treasury regulations promulgated under the Act. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment and not with a view toward the resale or distribution thereof to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 2.9 The Subscriber understands and hereby acknowledges that the Shares it is purchasing are characterized as “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, Subscriber represents that it is familiar with Rule 144 promulgated under the ActInternal Revenue Code of 1986, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 2.10 The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares under the Act or any state securities or amended (“blue sky” laws. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws. 2.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares indicating that such Shares have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Shares. 2.12 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwiseUnited States Treasury Regulations”) to execute and deliver this Agreement and to purchase the Shares subscribed for hereby. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its termsbe treated as a United States person; or (v) an entity that is treated as a domestic partnership. 2.13 The Subscriber, whose name appears on the signature line below, shall be the beneficial owner of the Shares for which such Subscriber subscribes.