Common use of Representations, Warranties and Agreements of Buyer Clause in Contracts

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer will acquire the Note and the Payment Shares for Buyer’s own account, for investment purposes only. 4.2 Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has no assets and will have no source of payment of the Notes other than the proceeds from the sale of the Notes. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B are true and correct; 4.5 Buyer understands that neither the Note nor the Payment Shares have been or will be registered under the Securities Act or under any state securities laws, and they will be “restricted securities” within the meaning of Rule 144 under the Securities Act. 4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding GDNF, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. 4.7 Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company (with respect to the Note) or GDNF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends on the Note to reflect the restrictions on transfer under applicable law and this Agreement. 4.9 Buyer understands that as a condition to the receipt of the Payment Shares, GDNF may require Buyer to execute and deliver to GDNF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that GDNF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNF.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer will acquire the Note Bond and the Payment Equity Consideration Shares, and if the Bond is converted, the Conversion Shares for Buyer’s own account, for investment purposes only. 4.2 Buyer understands that an investment in the Note Bonds, the Equity Consideration Shares and the Payment Conversion Shares involves involve a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has no assets is cash flow negative and will have no source of payment of the Notes Bonds other than the proceeds from raised in the sale Mezzanine Financing or conversion of the NotesBonds into the Conversion Shares. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B E to the Subscription Booklet are true and correct; 4.5 Buyer understands that neither the Note Bonds nor the Payment Equity Consideration Shares, nor the Conversion Shares have been or will be registered under the Securities Act or under any state securities laws, other than piggy-back registration rights, and they will be “restricted securities” within the meaning of Rule 144 under the Securities Act. 4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the NoteBonds, including information regarding GDNFthe Company, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company.. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor (collectively, “Advisors”), have received and have carefully reviewed the this Agreement and the Bond (collectively, the “Transaction Documents”) and all other documents requested by the Buyer or its Advisors, and understand the information contained therein, prior to the execution of this Agreement; 4.7 Buyer agrees has had the opportunity to review the Company’s filings with the SEC, including but not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel limited to the Company Form 10-K for the year ended May 31, 2013 filed with the SEC on September 13, 2013 and the Form 10-Q for the quarter ended August 31, 2013 filed with the SEC on October 18, 2013, and the Form 10-Q for the quarter ended November 30, 2013 filed with the SEC on January 14, 2014 (the “SEC Reports”) and Buyer has received and reviewed the Subscription Booklet, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review, all information (including copies of all of the Company’s publicly available documents on the EXXXX system maintained by the SEC at hxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm and the SEC Reports), both written and oral, that it desires with respect to the Note) Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph. Buyer understands that no person has been authorized to give any information or GDNF (to make any representations which were not furnished pursuant to this paragraph and Buyer has not relied on any other representations or information. 4.8 The Buyer understands that neither the SEC nor any state securities commission has approved or disapproved of the Securities or passed upon or endorsed the merits of the Offering and has not been reviewed by any Federal, state or other regulatory authority; 4.9 The Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement; 4.10 The Buyer has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; 4.11 The Buyer, either alone or together with its Advisors has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto; 4.12 The Buyer is not relying on the Company, or any of its respective employees or agents with respect to the Payment Shares) legal, tax, economic and related considerations of an investment in any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Actand the Buyer has relied on the advice of, or has consulted with, only its own Advisors; 4.13 Buyer understands that the Company intends to conduct future rounds of financing in addition to this Offering, including but not limited to an anticipated Mezzanine Financing. Buyer understands that the Company could use the proceeds from such Mezzanine Financing for repayment to the Buyers of the respective amounts purchased for the Bonds subscribed for in this Offering. Buyer understands that no commitments have been made for such Mezzanine Financing and such Mezzanine Financing may not be consummated at all. In the event the Mezzanine Financing is not consummated, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends will likely default on the Note to reflect the restrictions on transfer under applicable law and Bonds issued in this Agreement.Offering; 4.9 4.14 Buyer understands that as the Placement Agent is entitled to a condition 10% commission of the gross proceeds from the sale of the Bonds raised by the Placement Agent in this Offering and is entitled to shares of Common Stock equal to an amount up to 10% of the aggregate number of shares of Common Stock issued in connection with funds raised by the Placement Agent in this Offering; 4.15 No representations or warranties have been made to Buyer by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities, Buyer is not relying upon any representations other than those contained in this Agreement. Buyer further acknowledges that the Company is a publicly reporting company and that additional information about the Company can be retrieved from the SEC’s website. 4.16 Buyer understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering and that the Company will not have enough money to implement its business plan unless it raises a substantial percentage of the Offering amount (and then in the Mezzanine Financing and subsequent financings). Buyer acknowledges that if the Company does not raise a substantial percentage of the Offering amount, it will lead to the receipt complete loss of the Payment Shares, GDNF may require Buyer to execute and deliver to GDNF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that GDNF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNFBuyer’s investment.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer will acquire the Note and the Payment Shares for Buyer’s own account, for investment purposes only. 4.2 Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has recently been formed, has no assets and will have no source of payment of the Notes other than the Shares or proceeds from the sale of the NotesShares. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B are true and correct; 4.5 Buyer understands that neither the Note nor the Payment Shares have been or will be registered under the Securities Act or under any state securities laws, and they will be “restricted securities” within the meaning of Rule 144 under the Securities Act. 4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding GDNFthe Company, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. 4.7 Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company (with respect to the Note) or GDNF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company or GDNFCompany, as the case may be, may require the contemplated transferee to furnish the Company or GDNFCompany, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends on the Note to reflect the restrictions on transfer under applicable law and this Agreement. 4.9 Buyer understands that as a condition to the receipt of the Payment Shares, GDNF the Company may require Buyer to execute and deliver to GDNF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that GDNF the Company can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNFthe Company.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer will acquire the Note and the Payment Shares for Buyer’s own account, for investment purposes only. 4.2 Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that as of the date of this document being drafted, the Company has no assets and will have no source of payment of the Notes other than the proceeds from the sale of the Notes. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B are true and correct; 4.5 Buyer understands that as of the date of this agreement, neither the Note nor the Payment Shares have been or will be registered under the Securities Act or under any state securities laws, and they . Any Payment Shares issued prior to such event of registration will be “restricted securities” require a restrictive legend within the meaning of Rule 144 under the Securities Act. 4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding GDNFSTAF, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. 4.7 Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company (with respect to the Note) or GDNF STAF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends on the Note to reflect the restrictions on transfer under applicable law and this Agreement. 4.9 Buyer understands that as a condition to the receipt of the Payment Shares, GDNF STAF may require Buyer to execute and deliver to GDNF STAF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that GDNF STAF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNFSTAF.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer will acquire the Note Bond and the Payment Equity Consideration Shares, and if the Bond is converted, the Conversion Shares for Buyer’s own account, for investment purposes only. 4.2 Buyer understands that an investment in the Note Bonds, the Equity Consideration Shares and the Payment Conversion Shares involves involve a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has no assets is cash flow negative and will have no source of payment of the Notes Bonds other than the proceeds from raised in a future financing, the sale terms of the Noteswhich and availability are not known at this time. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B E to the Subscription Booklet are true and correct; 4.5 Buyer understands that neither the Note Bonds nor the Payment Equity Consideration Shares, nor the Conversion Shares nor the shares issuable in lieu of interest payments have been or will be registered under the Securities Act or under any state securities laws, laws and they will be “restricted securities” within the meaning of Rule 144 under the Securities Act. 4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the NoteBonds, including information regarding GDNFthe Company, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company.. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor (collectively, “Advisors”), have received and have carefully reviewed the this Agreement and the Series B Bond (collectively, the “Transaction Documents”) and all other documents requested by the Buyer or its Advisors, and understand the information contained therein, prior to the execution of this Agreement; 4.7 Buyer agrees has had the opportunity to review the Company’s filings with the SEC, including but not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel limited to the Company Form 10-K for the year ended May 31, 2013 filed with the SEC on September 13, 2013 and the Form 10-Q for the quarter ended August 31, 2013 filed with the SEC on October 18, 2013, the Form 10-Q for the quarter ended November 30, 2013 filed with the SEC on January 14, 2014 and the Form 10-Q for the quarter ended February 28, 2014 filed with the SEC on April 21, 2014 (the “SEC Reports”) and Buyer has received and reviewed the Subscription Booklet, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review, all information (including copies of all of the Company’s publicly available documents on the XXXXX system maintained by the SEC at xxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm and the SEC Reports), both written and oral, that it desires with respect to the Note) Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph. Buyer understands that no person has been authorized to give any information or GDNF (to make any representations which were not furnished pursuant to this paragraph and Buyer has not relied on any other representations or information. 4.8 The Buyer understands that neither the SEC nor any state securities commission has approved or disapproved of the Securities or passed upon or endorsed the merits of the Offering and has not been reviewed by any Federal, state or other regulatory authority; 4.9 The Buyer has not been furnished with any oral representation or oral information in connection with the Offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement; 4.10 The Buyer has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; 4.11 The Buyer, either alone or together with its Advisors has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto; 4.12 The Buyer is not relying on the Company, or any of its respective employees or agents with respect to the Payment Shares) legal, tax, economic and related considerations of an investment in any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Actand the Buyer has relied on the advice of, or has consulted with, only its own Advisors; 4.13 Buyer understands that the Company intends to conduct future rounds of financing in addition to this Offering, including but not limited to an anticipated Mezzanine Financing and short-term promissory notes. Buyer understands that the Company could use the proceeds from such Mezzanine Financing for repayment to the Buyers of the respective amounts purchased for the Bonds subscribed for in this Offering. Buyer understands that no commitments have been made for such Mezzanine Financing and such Mezzanine Financing may not be consummated at all. In the event the Mezzanine Financing or any other alternative financing is not consummated, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends will likely default on the Note to reflect the restrictions on transfer under applicable law and Bonds issued in this Agreement.Offering; 4.9 4.14 Buyer understands that as the Placement Agent is entitled to a condition nine percent (9%) commission of the gross proceeds from the sale of the Bonds in this Offering, is entitled to shares of Common Stock equal to an amount up to six percent (6%) of the aggregate number of shares of Common Stock issued in this Offering, entitled to reimbursement of expenses, which shall be capped at $62,000 and is entitled to a three-year warrant (each, a “Placement Agent Warrant”), exercisable at $2.00 per share, to purchase a number of shares of Company Common Stock equal to 6.0% of such number of shares of the Common Stock underlying the Bonds assuming the conversion price of the Bonds on the date of issuance (or $2.00 per share), provided, however, that the exercise price of the Placement Agent Warrant(s) shall be reduced to $0.01 per share for such portion of the Placement Agent Warrant equal to the receipt portion of the Payment SharesBonds giving rise to the Placement Agent Warrant that are converted into Common Stock; 4.15 No representations or warranties have been made to Buyer by the Company, GDNF may require or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities, Buyer to execute and deliver to GDNF an investment letter containing representations, warranties and agreements similar to is not relying upon any representations other than those made contained in this Section 4 so Agreement. Buyer further acknowledges that GDNF the Company is a publicly reporting company and that additional information about the Company can permit be retrieved from the Transfer SEC’s website. 4.16 Buyer understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering and that the Company will not have enough money to implement its business plan unless it raises a substantial percentage of the Payment Shares from Offering amount (and then in the Company to Buyer without registration under the Securities Act, Mezzanine Financing and Buyer agrees to provide such investment letter to GDNFother financings).

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer will acquire the Note and the Payment Shares Equity Consideration Shares, and if the Note is converted, the Shares, Warrants and Warrant Shares, for Buyer’s own account, for investment purposes only. 4.2 Buyer understands that an investment in the Note Notes, the Equity Consideration Shares, the Shares and the Payment Shares involves Warrants involve a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has no assets is cash flow negative and will have no source of payment of the Notes other than the proceeds from raised in the sale PIPE Financing or conversion of the NotesNotes into the Shares and Warrants. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B E to the Subscription Booklet are true and correct; 4.5 Buyer understands that neither the Note Notes nor the Payment Equity Consideration Shares, the Shares, Warrants or Warrant Shares have been or will be registered under the Securities Act or under any state securities laws, other than piggy-back registration rights, and they will be “restricted securities” within the meaning of Rule 144 under the Securities Act. 4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the NoteNotes, including information regarding GDNFthe Company, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company.. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor (collectively, “Advisors”), have received and have carefully reviewed the this Agreement and the Note (collectively, the “Transaction Documents”) and all other documents requested by the Buyer or its Advisors, and understand the information contained therein, prior to the execution of this Agreement; 4.7 Buyer agrees has had the opportunity to review the Company’s filings with the SEC, including but not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel limited to the Company Form 10-K for the year ended March 31, 2013 filed with the SEC on September 13, 2013 and the Form 10-Q for the quarter ended August 31, 2013 filed with the SEC on October 18, 2013 (the “SEC Reports”) and Buyer has received and reviewed the Subscription Booklet, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review, all information (including copies of all of the Company’s publicly available documents on the EXXXX system maintained by the SEC at hxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm and the SEC Reports), both written and oral, that it desires with respect to the Note) Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph. Buyer understands that no person has been authorized to give any information or GDNF (to make any representations which were not furnished pursuant to this paragraph and Buyer has not relied on any other representations or information. 4.8 The Buyer understands that neither the SEC nor any state securities commission has approved or disapproved of the Securities or passed upon or endorsed the merits of the Offering and has not been reviewed by any Federal, state or other regulatory authority; 4.9 The Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement; 4.10 The Buyer has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; 4.11 The Buyer, either alone or together with its Advisors has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto; 4.12 The Buyer is not relying on the Company, or any of its respective employees or agents with respect to the Payment Shares) legal, tax, economic and related considerations of an investment in any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Actand the Buyer has relied on the advice of, or has consulted with, only its own Advisors; 4.13 Buyer understands that the Company intends to conduct future rounds of financing in addition to this Offering, including but not limited to an anticipated PIPE Financing. Buyer understands that the Company intends to the use the proceeds from such PIPE Financing for repayment to the Buyers of the respective amounts purchased for the Notes subscribed for in this Offering. Buyer understands that no commitments have been made for such PIPE Financing and such PIPE Financing may not be consummated at all. In the event the PIPE Financing is not consummated, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends will likely default on the Note to reflect the restrictions on transfer under applicable law and Notes issued in this Agreement.Offering; 4.9 4.14 Buyer understands that as the Placement Agent is entitled to a condition 10% commission of the gross proceeds from the sale of the Notes and is entitled to shares of Common Stock equal to an amount up to 10% of the aggregate number of shares of Common Stock issued in connection with funds raised by the broker in this Offering; 4.15 No representations or warranties have been made to Buyer by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities, Buyer is not relying upon any representations other than those contained in this Agreement. Buyer further acknowledges that the Company is a publicly reporting company and that additional information about the Company can be retrieved from the SEC’s website. 4.16 Buyer understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering and that the Company will not have enough money to implement its business plan unless it raises a substantial percentage of the Offering amount (and then in the PIPE Financing and subsequent financings). Buyer acknowledges that if the Company does not raise a substantial percentage of the Offering amount, it will lead to the receipt complete loss of the Payment Shares, GDNF may require Buyer to execute and deliver to GDNF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that GDNF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNFBuyer’s investment.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 Buyer is acquiring the Option, and will acquire the Note and the Payment Shares Shares, for Buyer’s own account, for investment purposes onlyonly and not with a view to distribute the Securities in violation of the Securities Act. 4.2 Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has no assets and will have no source of payment of the Notes other than the proceeds from the sale of the Notes. 4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; if Buyer was formed for the purpose of making this investment, each equity owner of Buyer is an “accredited investor”; 4.3 Buyer is knowledgeable, sophisticated and experienced in making, and the statements and representations is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the accredited investor certification attached as Exhibit B are true purchase of the Securities, including investments in securities issued by the Company and correct;investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities. 4.5 4.4 Buyer understands that neither the Note nor issuance and sale of the Payment Shares have Option to Buyer has not been or will be registered under the Securities Act or under any state securities laws. Buyer is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on Transfer of the Securities may result in Buyer being required to hold the Securities for an indefinite period of time. 4.5 Buyer understands that an investment in the Securities involves a high degree of risk, and they will be “restricted securities” within Buyer has the meaning financial ability to bear the economic risk of Rule 144 under this investment in the Securities ActSecurities, including a complete loss of such investment. 4.6 Buyer believes understands that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding GDNF, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. 4.7 Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under certificate(s) evidencing the Securities Act will contain the following legend (or an exemption from registration. As a further condition to any such Transfersubstantively similar legend): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities ActOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, if in the reasonable opinion of counsel to the Company (with respect to the Note) or GDNF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities ActTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 4.8 The Company may place a legend or legends on the Note to reflect the restrictions on transfer under applicable law and this Agreement. 4.9 Buyer understands that as a condition to the receipt of the Payment Shares, GDNF may require Buyer to execute and deliver to GDNF an investment letter containing representations, warranties and agreements similar to those made in this Section 4 so that GDNF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNF.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows: 4.1 5.1 Buyer is acquiring the Shares, and will acquire the Note and the Payment Shares Note, for Buyer’s own account, for investment purposes onlyonly and not with a view to distribute the Securities in violation of the Securities Act. 4.2 Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment. 4.3 Buyer understands that the Company has no assets and will have no source of payment of the Notes other than the proceeds from the sale of the Notes. 4.4 5.2 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act. 5.3 Buyer is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities. 5.4 Buyer understands that the issuance and sale of the Shares to Buyer has not been, and the statements issuance and representations in the accredited investor certification attached as Exhibit B are true and correct; 4.5 Buyer understands that neither sale of the Note nor the Payment Shares have been or to Buyer will be not be, registered under the Securities Act or under any state securities laws, . Buyer is familiar with the provisions of the Securities Act and they will be “restricted securities” within the meaning of Rule 144 under thereunder and understands that the restrictions on Transfer of the Securities Actmay result in Buyer being required to hold the Securities for an indefinite period of time. 4.6 5.5 Buyer believes understands that he or she has received all an investment in the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding GDNFSecurities involves a high degree of risk, and Buyer has had an opportunity the financial ability to ask questions and receive answers from bear the Company and its officers and directors regarding economic risk of this investment in the businessSecurities, prospects and financial condition including a complete loss of the Companysuch investment. 4.7 Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company (with respect to the Note) or GDNF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act. 4.8 The Company may place a legend or legends on the Note to reflect the restrictions on transfer under applicable law and this Agreement. 4.9 5.6 Buyer understands that as the certificate(s) evidencing the Shares will contain the following legend (or a condition to the receipt of the Payment Sharessubstantively similar legend): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, GDNF may require Buyer to execute and deliver to GDNF an investment letter containing representationsOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, warranties and agreements similar to those made in this Section 4 so that GDNF can permit the Transfer of the Payment Shares from the Company to Buyer without registration under the Securities Act, and Buyer agrees to provide such investment letter to GDNFTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.