Common use of Representations of Purchaser Clause in Contracts

Representations of Purchaser. Purchaser hereby represents and warrants to the Company as follows: (a) Purchaser has read and understands the Plan and the Option Agreement and agrees to abide by and be bound by their respective terms and conditions. (b) Purchaser is acquiring the Shares for Purchaser’s own account and the Shares are being acquired by Purchaser for the purpose of investment and not with a view to distribution or resale thereof in violation of the Securities Act of 1933 (the “Securities Act”). Purchaser understands the Shares have not been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose of all or any part of the Shares except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. Purchaser understands that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission on the date hereof.

Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser hereby represents and warrants to the Company as follows: (a) Purchaser has read been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Plan Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Option Agreement Private Placement Warrants. Purchaser has such knowledge and agrees expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to abide by and be bound by their respective terms and conditions. (b) bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is acquiring purchasing the Shares Private Placement Warrants for investment for Purchaser’s own account and the Shares are being acquired by Purchaser for the purpose of investment only and not with a view to distribution to, or for resale in connection with, any “distribution” thereof in violation within the meaning of the Securities Act of 1933 1933, as amended (the “Securities Act”). Purchaser understands that the Shares Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any other applicable state securities lawslaw by reason of a specific exemption therefrom, andand that the Company is relying on the truth and accuracy of, thereforeand Purchaser’s compliance with, canthe representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be resold held indefinitely, subject to any expiration, unless they the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose understands that the certificates evidencing the Private Placement Warrants (and the shares of all or any part Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Shares except as permitted by law, including, without limitation, any regulations Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144, which requires, among other applicable things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities lawsto be sold. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands that all certificates evidencing any it is the position of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144. (f) Purchaser represents that Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act. (g) Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All action necessary to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by Purchaser in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by Purchaser. Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement. The purchase by Purchaser of the Private Placement Warrants does not conflict with the organizational documents of Purchaser or with any material contract by which Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to Purchaser or its property. The principal place of business of Purchaser is as set forth on the date hereofsignature page hereto. (h) Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act. (i) 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 Private Placement Warrants or the fairness or suitability of the investment in the Private Placement Warrants, nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Warrants.

Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser hereby represents and warrants to the Company as follows: (a) Purchaser has read been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Plan Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Option Agreement Private Placement Warrants. Purchaser has such knowledge and agrees expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to abide by and be bound by their respective terms and conditions. (b) bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is acquiring purchasing the Shares Private Placement Warrants for investment for Purchaser’s own account and the Shares are being acquired by Purchaser for the purpose of investment only and not with a view to distribution to, or for resale in connection with, any “distribution” thereof in violation within the meaning of the Securities Act of 1933 1933, as amended (the “Securities Act”). Purchaser understands that the Shares Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any other applicable state securities lawslaw by reason of a specific exemption therefrom, andand that the Company is relying on the truth and accuracy of, thereforeand Purchaser’s compliance with, canthe representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be resold held indefinitely, subject to any expiration, unless they the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose understands that the certificates evidencing the Private Placement Warrants (and the shares of all or any part Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Shares except as permitted by law, including, without limitation, any regulations Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and other applicable securities lawsthe shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands that all certificates evidencing any it is the position of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission on (the date hereof.“SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an

Representations of Purchaser. Purchaser hereby represents and warrants to the Company as follows: (a) acknowledges that Purchaser has received, read and understands understood the Plan and the Option Agreement and agrees to abide by and be bound by their respective terms and conditions. (b) . Unless the Company is a public corporation which has registered the shares issuable under the Plan under the Securities Act of 1933, the Purchaser confirms the representations set forth below: The Purchaser is acquiring the Shares for Purchaser’s his/her own account and the Shares are being were acquired by Purchaser him/her for the purpose of investment and not with a view to distribution or resale thereof in violation of the Securities Act of 1933 (the “"Securities Act”"). The Purchaser understands that none of the Shares have not has been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. The Purchaser shall agrees not to resell or otherwise dispose of all or any part of the Shares purchased by him/her except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. The Purchaser further represents that the Purchaser understands and agrees that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) " The Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission on the date hereof.

Representations of Purchaser. The Purchaser hereby acknowledges, represents and warrants to the Company as follows: 1.1 That Purchaser alone or with the assistance of its own financial, tax, accounting or legal advisors (a) "Purchaser Representative"), has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Senior Notes, has the capacity to protect Purchaser's own interests in connection with an investment in the Senior Notes and has the net worth to undertake such risks. If Purchaser has read employed a Purchaser Representative in connection with the evaluation of a purchase of the Senior Notes, Purchaser has set forth below the name, address, and understands occupation of the Plan Purchaser Representative. The decision of Purchaser to purchase the Senior Notes hereunder has been made by such Purchaser independently of any other person and independently of any statements, disclosures or judgments as to the Option Agreement and agrees to abide properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by and be bound by their respective terms and conditionsany other person. (b) 1.2 That Purchaser is acquiring has received and had the Shares for opportunity to review the Term Sheet, and has been given full and complete access to information regarding the Company and has utilized such access to Purchaser’s own account and the Shares are being acquired by Purchaser 's satisfaction for the purpose of investment obtaining such information regarding the Company, as Purchaser has reasonably requested and, particularly, Purchaser has been given reasonable opportunity to ask questions of, and not with a view to distribution or resale thereof in violation receive answers from, representatives of the Securities Act Company concerning the terms and conditions of 1933 the offering of the Senior Notes and to obtain any additional information, to the extent reasonably available. 1.3 That Purchaser recognizes that an investment in the Company involves a high degree of risk, including, but not limited to, those risks described in the Term Sheet in the Section entitled "Risk Factors." 1.4 That Purchaser realizes that (A) the purchase of the Senior Notes is a long-term investment (B) the purchaser of the Senior Notes must bear the economic risk of investment for an indefinite period of time because the Senior Notes and the shares of Common Stock issuable upon conversion of the Senior Notes (the “Securities Act”). Purchaser understands the Shares "Common Stock") have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any other applicable securities laws, jurisdiction and, therefore, the Senior Notes cannot be resold unless they are subsequently registered under said laws or exemptions from the registration requirements of such laws are available and Purchaser can and will bear the economic risks of Purchaser's investment in the Senior Notes and acknowledges that Purchaser is able to hold the Senior Notes indefinitely and is able to sustain a complete loss if the Senior Notes become worthless, and (C) that the transferability of the Senior Notes is restricted and that a legend will be placed on any certificate representing the Senior Notes substantially to the following effect: The Senior Notes and the underlying Common Stock represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Senior Notes and other applicable securities laws the underlying Common Stock have been acquired for investment and may not be offered, sold, transferred, assigned or unless otherwise disposed of in the absence of a current and effective registration statement under the Securities Act with respect to such Senior Notes and the underlying Common Stock, or an exemption from such opinion of counsel, reasonably acceptable to the Company, to the effect that registration is available. Purchaser shall not resell required under the Securities Act. 1.5 There have been no general or otherwise dispose of all public solicitations or any part of the Shares except as permitted by law, advertisements or other broadly disseminated disclosures (including, without limitation, any regulations advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Senior Notes. 1.6 Purchaser has no contract, undertaking, agreement or arrangement with any shareholder of the Company to sell, transfer or pledge the Senior Notes (or any part thereof) which such Purchaser has purchased hereunder. The Purchaser has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. 1.7 Purchaser acknowledges that the Senior Notes being sold must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration under applicable federal and other applicable state securities laws. 1.8 Purchaser is a bona fide resident of, is domiciled in and received the offer and made the decision to invest in the Senior Notes in the jurisdiction set forth on the signature page hereof, and the Senior Notes are being purchased by Purchaser in Purchaser's name solely for Purchaser's own beneficial interest and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust, organization or entity. 1.9 Purchaser, if a citizen of the United Kingdom, acknowledges that the Senior Notes will not be offered or sold to persons in the United Kingdom by means of any document other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Shares Regulations 1995, as amended by the Public Offers of Shares (Amendment) Regulations 1999. 1.10 Purchaser comes within at least one category marked below and has marked the appropriate category, and Purchaser has truthfully set forth the factual basis or reason the undersigned comes within that category. All information in response to this paragraph will be kept strictly confidential, except to the extent that the Company is obligated to disclose such information under applicable law. Purchaser agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below. 1.11 Purchaser understands that the name and address of such Purchaser as provided to Xxxx Xxxxxxxxxxxx Ltd ("NFL") will need to be disclosed by NFL to the Company does not have any present intention and will subsequently be held and processed by the Company in accordance with this Paragraph 1.11. To the extent such Purchaser is under no a resident of the European Community, each Purchaser hereby consents to such disclosure and processing in accordance with the Data Protection Act of 1998 of the United Kingdom of England and Wales: (A) in connection with (i) its purchase of Senior Notes; (ii) the issuance of a certificate representing the Senior Notes in the name of such Purchaser and (iii) the Company's obligation to register the Shares under the Securities Act deliver to such Purchaser any notices and other applicable securities lawscommunications that may be required by the terms of this Agreement or otherwise; (B) as may be required by law or other regulatory body. Purchaser understands that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as followsCategory I: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) ____ Purchaser is able to bear an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with Purchaser's spouse, presently exceeds $1,000,000. In calculating the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoingnet worth, the representations undersigned may include equity in personal property and warranties contained real estate, including Purchaser's principal residence, cash, short-term investments, stocks and securities. Equity in this paragraph 4 shall personal property and real estate should be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission based on the date hereoffair market value of such property less debt secured by such property.

Representations of Purchaser. Purchaser hereby understands that the Shares are not registered under the Act, and represents and warrants to the Company, and agrees that the Company is entitled to rely on such representations, as follows: (a) Purchaser has read understands that the Shares have not been registered under the Act, or registered or qualified under the securities or "Blue Sky" laws of any jurisdiction, and are being sold pursuant to exemptions contained in the Act and exemptions contained in other applicable securities or "Blue Sky" laws. Purchaser understands further that the Plan Company's reliance on these exemptions is based in part on the representations made by Purchaser in the Agreement. In this connection, Purchaser represents and warrants that the Option Agreement offer and agrees to abide by and be bound by their respective terms and conditionssale of the Shares were made solely in Virginia. (b) Purchaser understands the term "accredited investor" as used in Regulation D promulgated under the Act and represents and warrants to the Company that he is an "accredited investor" for purposes of acquiring the Shares. The nature and amount of Purchaser's investment in the Shares is consistent with Purchaser's investment objectives, abilities, and resources. Purchaser understands that the Shares are an illiquid investment, which will not become freely transferable by reason of any "change of circumstances" whatever. Purchaser has adequate means of providing for Purchaser's current needs and possible contingencies and has no need for liquidity in Purchaser's investment. (c) Purchaser is acquiring the Shares for Purchaser’s 's own account and the Shares are being acquired by Purchaser for the purpose of investment investment, and not for, with a view to to, or in connection with the resale or distribution or resale thereof in violation of the Securities Act of 1933 (the “Securities Act”)thereof. Purchaser understands has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares have not been registered or any portion thereof or any interest therein. (d) Purchaser understands that the Shares will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act or any other applicable securities lawsand that, andas such, therefore, cannot the Shares must be resold held indefinitely unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such the registration requirements thereof is available. Purchaser shall has been advised that Rule 144, which permits the resale, subject to various terms and conditions, of small amounts of such "restricted securities" after they have been held for one year, does not resell or otherwise dispose of all or any part of now apply to the Shares except as permitted by lawCompany, includingbecause the Company is not now required to file, without limitationand does not file, any regulations current reports under the Securities Exchange Act of 1934, and other applicable securities laws. Purchaser understands that because information concerning the Company does substantially equivalent to that which would be available if the Company were required to file such reports is not have any present intention and is under now publicly available. The Company may become a reporting entity at some future date, but no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands assurance can be given that all certificates evidencing any it will do so. (e) In connection with Purchaser's acquisition of the Shares, whether upon initial issuance Purchaser accepts the condition that the Company may maintain "stop transfer" orders with respect to the Shares and that each certificate or upon any transfer thereof, shall other document evidencing the Shares will bear a legend, prominently stamped or printed thereon, reading conspicuous legends in substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLEthe form set forth in Section 7 of this Agreement.” (cf) Purchaser is able has consulted Purchaser's attorney or accountant with respect to bear the economic risk of this investment including a complete loss Purchaser's purchase of the investmentShares. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if Purchaser has fully investigated the Company does not and its business and financial condition and has knowledge of the Company's current activities. Purchaser acknowledges that the Company has granted Purchaser and Purchaser's attorney or accountant access to all information about the Company which they have requested and has offered each of them access to all further information which they deemed relevant to an effective registration statement on Form S-8 covering investment decision with respect to the Plan on file with Shares. Purchaser and Purchaser's attorney or accountant have had the Securities opportunity to ask questions of, and Exchange Commission on receive answers from, representatives of the date hereofCompany concerning such information and the Company's financial condition and prospects.

Representations of Purchaser. Purchaser hereby represents In order to induce the Company to accept this subscription and warrants sell to the Purchaser the Shares, the Purchaser does hereby represent, warrant and covenant to and agree with the Company, which representations, warranties, covenants and agreements shall be deemed to be continuing and shall survive the execution of this Agreement by the Company and the consummation of the transactions herein contained, as follows: (a) RECEIPT OF DISCLOSURE DOCUMENTS; AVAILABILITY OF DOCUMENTS; INDEPENDENT Investigation. The Purchase has been furnished with the Company's press releases, Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Report on Form 10-Q for the period ended March 31, 1996 and most recent proxy statement (the "Disclosure Documents"). The Purchaser acknowledges that the Company has offered to provide copies of any documents identified in the Disclosure Documents requested by the Purchaser. In addition, prior to the sale of the Shares, all documents, records and books pertaining to an investment in the Company have been made available to the Purchaser and the Purchaser's advisers for inspection during reasonable business hours at the office of the Company. In making the decision to purchase the Shares, the Purchaser has read relied upon independent investigations made by Purchaser and understands the Plan and the Option Agreement and agrees to abide by and be bound by their respective terms and conditionsPurchaser's representatives, if any. (b) OPPORTUNITY TO TALK WITH MANAGEMENT. The Purchaser has been given the opportunity and has been encouraged to discuss with management of the Company the present and contemplated business, operations and financial condition of the Company and the estimated expenses of this transaction and the contemplated use of the net proceeds from this transaction. (c) ACCREDITED INVESTOR; KNOWLEDGE AND EXPERIENCE. The Purchaser is acquiring the Shares for Purchaser’s own account and the Shares are being acquired by Purchaser for the purpose of investment and not with a view to distribution or resale thereof an "accredited investor" as that term is defined in violation of Regulation D under the Securities Act of 1933 1933, as amended (the “"Securities Act”"). Purchaser understands the Shares have not been registered under the Securities Act , and has such knowledge or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act experience in financial and other applicable securities laws or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose of all or any part of the Shares except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. Purchaser understands business matters that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoingcapable, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file either alone or together with the Securities Purchaser's purchaser representative (if any) of evaluating the merits and Exchange Commission on risks of investing in the date hereofCompany.

Representations of Purchaser. Purchaser hereby represents and warrants to the Company as follows: (a) acknowledges that Purchaser has received, read and understands understood the Plan and the Option Agreement and agrees to abide by and be bound by their respective terms and conditions. (b) . During such periods, if ever, as Company is not currently a public corporation which has an effective registration statement for the shares issuable under the Plan under the Securities Act of 1933, the Purchaser confirms the representations set forth below: The Purchaser is acquiring the Shares for Purchaser’s his/her own account and the Shares are being were acquired by Purchaser him/her for the purpose of investment and not with a view to distribution or resale thereof in violation of the Securities Act of 1933 (the “"Securities Act”"). The Purchaser understands that none of the Shares have not has been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. The Purchaser shall agrees not to resell or otherwise dispose of all or any part of the Shares purchased by him/her except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. The Purchaser further represents that the Purchaser understands and agrees that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) " The Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission on the date hereof.

Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser hereby represents and warrants to the Company as follows: (a) Purchaser has read been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that his investment in the Plan Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Option Agreement Private Placement Warrants. Purchaser has such knowledge and agrees expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to abide by and be bound by their respective terms and conditions. (b) bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of his investment in the Private Placement Warrants. Purchaser is acquiring purchasing the Shares Private Placement Warrants for investment for Purchaser’s own account and the Shares are being acquired by Purchaser for the purpose of investment only and not with a view to distribution to, or for resale in connection with, any “distribution” thereof in violation within the meaning of the Securities Act of 1933 1933, as amended (the “Securities Act”). Purchaser understands that the Shares Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any other applicable state securities lawslaw by reason of a specific exemption therefrom, andand that the Company is relying on the truth and accuracy of, thereforeand Purchaser’s compliance with, canthe representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be resold held indefinitely, subject to any expiration, unless they the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act and other applicable securities laws a related prospectus is available for use or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose understands that the certificates evidencing the Private Placement Warrants (and the shares of all or any part Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Shares except as permitted by law, including, without limitation, any regulations Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon the exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144, which requires, among other applicable things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities lawsto be sold. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that he may be considered a promoter of the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands that all certificates evidencing any it is the position of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144. (f) Purchaser represents that Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act. (g) Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All action necessary to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by Purchaser in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by Purchaser. Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement. The purchase by Purchaser of the Private Placement Warrants does not conflict with the organizational documents of Purchaser or with any material contract by which Purchaser or his property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to Purchaser or his property. The principal place of business of Purchaser is as set forth on the date hereofsignature page hereto. (h) Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act. (i) 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 Private Placement Warrants or the fairness or suitability of the investment in the Private Placement Warrants, nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Warrants.

Representations of Purchaser. Purchaser hereby represents represents, warrants, and warrants agrees to the Company and with Seller as follows: (a) 4.1 Purchaser has read full power, authority, and understands legal right to purchase the Plan Assets from Seller, and the Option execution of this Agreement by Purchaser does not require the consent of, or notice to, any party not previously obtained or given; 4.2 This Agreement constitutes a legal and agrees binding obligation of the Purchaser, and is valid and enforceable against Purchaser and Purchaser's successors in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights generally and except that the remedies of specific performance, injunction and the forms of equitable relief may be subject to abide by equitable defenses and to the equitable discretion of the court before which any proceeding therefor may be bound by their respective terms and conditions.brought; and (b) 4.3 Purchaser is acquiring a former officer and director of Seller and is familiar with the Shares for Purchaser’s own account Assets and the Shares are being acquired by Purchaser for the purpose of investment and not with a view to distribution or resale thereof in violation of the Securities Act of 1933 (the “Securities Act”). Purchaser understands the Shares have not been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose of all or any part of the Shares except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities lawsLiabilities. Purchaser understands that the Company does Assets are being transferred to Purchaser pursuant to the terms of this Agreement in "AS IS" condition. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY SELLER TO PURCHASER CONCERNING THE SUITABILITY OF THE ASSETS FOR ANY PARTICULAR PURPOSE. 4.4 As of the Effective Date, Seller was indebted to Purchaser in an aggregate amount of at least $32,000 for advances made by the Purchaser to the Seller, which amount represents the valid and binding obligation of the Seller for which the Seller received adequate consideration and which amount was properly documented as an obligation of the Seller in accordance with generally accepted accounting principles. 4.5 Purchaser has terminated all contracts and agreements concerning telephone service, long distance telephone service, courier service, and other services provided to the Seller at the California Office, including but not have any present intention limited to those with AT&T, Federal Express, and is under Pacific Xxxx (the "Service Agreements"), and, as of the date of the signing of this Agreement by Purchaser, the Seller has no obligation to register the Shares obligations under the Securities Act Service Agreements. 4.6 Purchaser has settled and other applicable securities laws. Purchaser understands that caused to be discharged all certificates evidencing amounts claimed by or owed to Xxxxxxx, Breed & Xxxxxx from the Seller at any time on or before the date of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.” (c) Purchaser is able to bear the economic risk signing of this investment including a complete loss Agreement by Purchaser (the "Xxxxxxx Claim") and, as of the investment. Notwithstanding date of the foregoingsigning of this Agreement by Purchaser, the representations and warranties contained in this paragraph 4 shall be applicable only if the Company does not have an effective registration statement on Form S-8 covering the Plan on file with the Securities and Exchange Commission on the date hereofSeller has no obligations to Xxxxxxx, Breed & Xxxxxx.