Common use of Representations, Warranties and Agreements of the Purchaser Clause in Contracts

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3 (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such 3 3 representations and warranties are correct and such agreements performed. 3 3. (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director Vice President of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3. (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director the President of the TeleManagement Services Division of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Except as permitted hereby, the Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3. (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director the President of the Direct Marketing Division of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect.

Representations, Warranties and Agreements of the Purchaser. The Each Purchaser hereby represents and warrants to, and agrees with, the Company as followsthe following: (a) Neither The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Shares and the tax consequences of the investment. (b) The Purchaser is acquiring the Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser understands and acknowledges that the Offering and sale of the Shares have not been registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Shares. The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered at the time of their acquisition by the Purchaser, and may never be registered, under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws. (c) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the SEC under the Securities Act, for the reason(s) specified on the Accredited Investor Certification attached hereto as completed by Purchaser, and Purchaser shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. (d) The Purchaser represents that such entity was not formed for the specific purpose of acquiring the Shares, such entity is duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Agreement nor the consummation has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the transactions contemplated herein shall subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement controlling document to which the Purchaser is a party or by which he or any of his assets it is bound. (ie) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued Shares are being offered and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Securities Act Company is relying in part upon the truth and accuracy of, and such lawsPurchaser’s compliance with, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such securities. The Purchaser further acknowledges and understands that the Company is relying on the representations and warranties and agreements of made by the Purchaser contained herein; hereunder and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct a material inducement to the Company to sell the Shares to the Purchaser. The Purchaser further acknowledges that without such representations and such agreements performed. 3 3warranties of the Purchaser made hereunder, the Company would not enter into this Agreement with the Purchaser. (iif) The Purchaser understands that no public market exists for the Company is under Company’s Preferred stock and only a limited public market exists for the Company’s Common Stock and that there can be no obligation assurance that any public markets for the Preferred Stock or Common Stock will exist or continue to effect a registration under exist. (g) The Purchaser has received and reviewed information about the Securities Act of Company, including all Disclosure Materials, and has had an opportunity to discuss the Shares to be purchased by him hereunderCompany’s business, management and financial affairs with the Company’s management. The Purchaser understands thatthat such discussions, under existing rules as well as any Disclosure Materials provided by the Company, were intended to describe the aspects of the Securities Company’s business and Exchange Commission (prospects which the "Commission")Company believes to be material, he may be unable to sell any of but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Shares except Company makes no representation or warranty with respect to the extent that completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Shares Company. Some of such information may be sold (A) in a bona fide private placement to a purchaser who shall be subject include projections as to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, the Purchaser understands and represents that it is fully familiar purchasing the Shares notwithstanding the fact that the Company may disclose in the future certain material information the Purchaser has not received, including (without limitation) financial statements of the Company for the current or prior fiscal periods, and any subsequent period financial statements that will be filed with the businessSEC, properties and financial condition that it is not relying on any such information in connection with its purchase of the CompanyShares and that it waives any right of action with respect to the nondisclosure to it prior to its purchase of the Shares of any such information. The Purchaser has sought such accounting, legal and acknowledges that he tax advice as it has been afforded access to such additional information concerning the Company as he considers considered necessary or appropriate to make an informed investment decisiondecision with respect to its acquisition of the Shares. (h) The Purchaser acknowledges that the Company or is not acting as a financial advisor or fiduciary of the Purchaser (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment advice has been given by the Company or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under further represents to the Securities ActCompany that the Purchaser’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Purchaser and its representatives. (i) As of the Closing, all actions on the part of Purchaser, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance of all obligations of the Purchaser hereunder and thereunder shall have been taken, and this Agreement and the Registration Rights Agreement, assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. (j) Purchaser represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial interest in it, nor any person on whose behalf the Purchaser is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited Purchaser”). The Purchaser agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its Affiliates and agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Shares. The Purchaser further acknowledges that the Purchaser will have no claim against the Company or any of its Affiliates or agents for any form of damages as a result of any of the foregoing actions. If the Purchaser is an Affiliate of a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (i) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated Affiliate. (k) The Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company. (l) The Purchaser has adequate means of providing for its current and anticipated financial needs and contingencies, is a sophisticated investor familiar with able to bear the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares economic risk for an indefinite period of time without realizing any direct or indirect cash return on his and has no need for liquidity of the investment in the Shares and could afford complete loss of such investment. (vm) The Purchaser is acquiring not subscribing for Shares as a result of or subsequent to any advertisement, article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the Shares pursuant internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to this Agreement for his own account and not with a view to or for sale the Purchaser in connection with investments in securities generally. (n) The Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the distribution thereof within Shares or made any finding or determination as to the meaning fairness, suitability or wisdom of any investments therein. (o) Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the Securities Act. The Purchaser shall not effect a distribution securities of any Shares until either (A) he has received the opinion of counsel for the Company during the period commencing as of the time that registration under such Purchaser first received a term sheet (written or oral) from the Securities Act Company or any other individual or entity representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is not required or (B) a registration statement under the Securities Act covering multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Shares Purchaser’s assets and the disposition thereof has become effective under portfolio managers have no direct knowledge of the Securities Act.investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iib) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he the Purchaser may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iiic) The Purchaser is acquiring the Shares pursuant to this Agreement for the Purchaser's own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) the Purchaser has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect. (d) As a Director Senior Vice President of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision, and to all additional information which has considered necessary to verify the accuracy of the information so received. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under has had the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with opportunity to ask questions of and receive answers from the type of risks inherent in Company concerning the acquisition of securities such as the Common Stock, terms and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning conditions of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Acttransactions contemplated by this Agreement.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3 (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director Vice President of Finance of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such 3 3 representations and warranties are correct and such agreements performed. 3 3. (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director Vice President of Finance of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iib) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he the Purchaser may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iiic) The Purchaser is acquiring the Shares pursuant to this Agreement for the Purchaser's own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) the Purchaser has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect. (d) As a Director President of the Company's parent NovaCare, Inc., the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision, and to all additional information which has considered necessary to verify the accuracy of the information so received. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under has had the Securities Act.opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the transactions contemplated by this Agreement (ivf) The Purchaser is a sophisticated investor familiar with the type provisions of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares Rule 144 and the disposition thereof has become effective under limitations upon the Securities Actavailability and applicability of such rule.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3 (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director President and Chief Operating Officer of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he she or any of his her assets is bound. (i) The Purchaser understands that by the terms of this Agreement he she is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3. (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him her hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he she may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director Vice President of Human Resources of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he she has been afforded access to such additional information concerning the Company as he she considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his her financial position is such that he she can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his her investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his her own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he she has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, to the Company and the Guarantors as follows:follows (it being understood that the Purchaser does not make any representation, warranty, covenant or agreement to any other purchaser of Notes or to the Company or the Guarantors on behalf of any other purchaser of the Notes): (a) Neither The Purchaser has full power and authority to purchase the execution Purchased Notes issued and delivery of this Agreement nor offered hereby. (b) The Purchaser (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the consummation purchase of the transactions contemplated herein shall conflict Purchased Notes, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchased Notes; (ii) is acquiring the Purchased Notes in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Purchased Notes or result in any breach arrangement or understanding with any other persons regarding the distribution of such Purchased Notes; and (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the terms of, constitute a default under, or result Purchased Notes except in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such any applicable state securities laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3. (iic) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"“qualified institutional buyer” as defined in Rule 144A and/or an “accredited investor” as defined in Rule 501(a), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 each case as promulgated under the Securities Act. (d) The Purchaser understands and acknowledges that (i) the Purchased Notes are being offered in transactions that rely on an exemption from registration provided by Section 4(2) of the Securities Act and an exemption from applicable state securities law requirements; (ii) the initial offering and issuance of the Purchased Notes has not been registered under the Securities Act or any other securities laws; (iii) As a Director if in the future it decides to resell, pledge or otherwise transfer the Purchased Notes that it purchases hereunder, those Purchased Notes, absent an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from registration under the Securities Act in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and (iv) it will, and each subsequent holder of any of the Purchased Notes that it purchases in this offering is required to, notify any subsequent purchaser of such Purchased Notes from it or subsequent holders, as applicable, of the resale restrictions referred to in clause (iii) above. (e) The Purchaser understands and acknowledges that (i) the Company and the Guarantors are relying upon the truth and accuracy of the acknowledgements, representations, and agreements of the Purchaser set forth herein; (ii) none of the Company, the Purchaser is fully familiar Guarantors, or any person acting on behalf of the foregoing has made any statement, representation, or warranty, express or implied, to it with the business, properties and financial condition of respect to the Company, and acknowledges that he has been afforded access to such additional the Guarantors, or the offer or sale of any Notes, other than the information concerning included in the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities ActDisclosure Package. (ivf) The Purchaser is understands that the Notes will bear a sophisticated investor familiar with the type of risks inherent restrictive legend substantially in the acquisition of securities such following form or otherwise as required pursuant to the Common StockIndenture: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment.AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (v1) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either REPRESENTS THAT (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act.IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company as followsthe following: (a) Neither The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Shares and the tax consequences of the investment. The Purchaser has adequate means of providing for its current and anticipated financial needs and contingencies and is able to bear the economic risks of the investment for an indefinite period of time and has no need for liquidity of the investment in the Shares. The Purchaser can afford the loss of his, her or its entire investment. (b) The Purchaser is acquiring the Shares, for investment for his, her or its own account and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser understands and acknowledges that the Offering and sale of the Shares have not been registered under the Securities Act or any state securities Laws, by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities Laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Purchaser further represents that he, she or it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to the Shares, other than with respect to an Affiliate of the Purchaser. The Purchaser understands and acknowledges that the Offering of the Shares will not be registered under the Securities Act nor under the state securities laws on the ground that the sale of such sales to the Purchaser as provided for in this Agreement and the issuance of Shares hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the SEC under the Securities Act for the reason(s) specified on the Accredited Investor Certification attached hereto as completed by the Purchaser. The Purchaser resides in the jurisdiction set forth on the Purchaser’s Omnibus Signature Page affixed hereto. If the Purchaser is, with respect to the Company, (i) a predecessor of the Company; (ii) an affiliated issuer; (iii) a director, executive officer, other officer participating in the offering, general partner or managing member of the Company; (iii) any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; (iv) any promoter connected with the Company in any capacity at the time of such sale; (v) any investment manager of the Company if the Company is a pooled investment fund; (vi) any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; (vii) any general partner or managing member of any such investment manager or solicitor; or (viii) any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor (each such category, a “Covered Person”), the Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (c) The Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity is duly organized, validly existing and in good standing under the Laws of the state or jurisdiction of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of applicable Law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Agreement nor the consummation has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that he, she or it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the transactions contemplated herein shall subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement controlling document to which the Purchaser is a party or by which he it is bound, except for any violation or conflict that, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and the other Transaction Documents or to consummate any transactions contemplated hereby or thereby. (d) The Purchaser understands that the Shares are being offered and sold to him, her or it in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such securities. The Purchaser further acknowledges and understands that the Company is relying on the representations and warranties made by the Purchaser hereunder and that such representations and warranties are a material inducement to the Company to sell the Shares to the Purchaser. The Purchaser further acknowledges that without such representations and warranties of the Purchaser made hereunder, the Company would not enter into this Agreement with the Purchaser. (e) The Purchaser understands that, other than as expressly provided in the Registration Rights Agreement, the Company does not currently intend to register the Shares under the Securities Act at any time in the future; and the undersigned will not immediately be entitled to the benefits of Rule 144 with respect to the Shares. The Purchaser understands that no public market exists for the Company’s Common Stock and that there can be no assurance that any public market for the Common Stock will exist or continue to exist. The Company’s Common Stock is not approved for quotation on OTC Markets or any other quotation system or listed on any exchange. (f) The Purchaser has received, reviewed and understood the information about the Company set forth in the SEC Reports and has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. The Purchaser understands that such discussions were intended to describe the aspects of the Company’s business and prospects and the Offering which the Company believes to be material, but were not necessarily a thorough or exhaustive description and except as expressly set forth in this Agreement (as modified by the SEC Reports (excluding any disclosures contained under the heading “Risk Factors,” any disclosures of risks included in any “forward looking statements” or disclosures that are cautionary, predictive or forward-looking in nature)), the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges that he, she or it is not relying upon any person or entity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. (g) The Purchaser acknowledges that the Company is not acting as a financial advisor or fiduciary of the Purchaser (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment advice has been given by the Company or any of his assets is boundits respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby. (h) All actions on the part of the Purchaser, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance of all obligations of the Purchaser hereunder and thereunder have been taken, and this Agreement and the Registration Rights Agreement constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. (i) The Purchaser understands represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the terms President of this Agreement he the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is purchasing shares named on the List of Common Stock issued Specially Designated Nationals and delivered Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited Purchaser”). The Purchaser (A) agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules and orders and (B) consents to the disclosure to U.S. regulators and law enforcement authorities by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act its Affiliates and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes agents of such exemptionsinformation about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the Company will rely upon the representations, warranties and agreements Purchaser represents that it has met all of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3 (ii) The Purchaser understands that the Company is under no obligation to effect a registration its obligations under the Securities Act of the Shares to be purchased by him hereunderUSA Patriot Act. The Purchaser understands thatacknowledges that if, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) following its investment in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director of the Company, the Company reasonably believes that the Purchaser is fully familiar a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the businessPurchaser to transfer the Shares. The Purchaser further acknowledges that neither the Purchaser nor any of the Purchaser’s Affiliates or agents will have any claim against the Company for any form of damages as a result of any of the foregoing actions. (j) If the Purchaser is an Affiliate of a non-U.S. banking institution (a “Foreign Bank”), properties or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated Affiliate. (k) The Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial condition results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined has considered the risk factors in Rule 501 under the Securities ActSEC Reports before deciding to invest in the Shares. (ivl) The Purchaser is not subscribing for Shares as a sophisticated investor familiar result of or subsequent to any advertisement, article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with the type of risks inherent investments in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investmentgenerally. (vm) The Purchaser is acquiring acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the Shares or made any finding or determination as to the fairness, suitability or wisdom of any investments therein. (n) Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual or entity acting on behalf of or pursuant to this Agreement for his own account and not with a view to or for sale in connection any understanding with the distribution thereof within the meaning Purchaser, executed any purchases or sales, including Short Sales (as defined below), of the Securities Act. The Purchaser shall not effect a distribution securities of any Shares until either (A) he has received the opinion of counsel for the Company that registration under during the Securities Act is not required period commencing at the time the Purchaser was first contacted by the Company or (B) any other individual or entity representing the Company regarding the transactions contemplated hereunder. Notwithstanding the foregoing, in the case of a registration statement under Purchaser being a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Securities Act covering such Shares Purchaser’s assets and the disposition thereof has become effective under the Securities Act.portfolio managers do not communicate or share information with, and have no direct knowledge

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or shall result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3. (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director the President and Chief Executive Officer of the Company, the Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act, and the Purchaser agrees that the certificates evidencing the Shares may bear a restrictive legend to the foregoing effect.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein shall conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which the Purchaser is a party or by which he or any of his assets is bound. (i) The Purchaser understands that by the terms of this Agreement he is purchasing shares of Common Stock issued and delivered by the Company without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, under and in reliance on exemptions from the registration requirements of the Securities Act and such laws, and without the approval, disapproval, or passing on the merits by any regulatory authority; that for purposes of such exemptions, the Company will rely upon the representations, warranties and agreements of the Purchaser contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct and such agreements performed. 3 3 (ii) The Purchaser understands that the Company is under no obligation to effect a registration under the Securities Act of the Shares to be purchased by him hereunder. The Purchaser understands that, under existing rules of the Securities and Exchange Commission (the "Commission"), he may be unable to sell any of the Shares except to the extent that the Shares may be sold (A) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on sale or (B) subject to the restrictions contained in Rule 144 under the Securities Act. (iii) As a Director of the Company, the The Purchaser is fully familiar with the business, properties and financial condition of the Company, and acknowledges that he has been afforded access to such additional information concerning the Company as he considers necessary or appropriate to make an informed investment decision. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (iv) The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Common Stock, and his financial position is such that he can afford to retain the Shares for an indefinite period of time without realizing any direct or indirect cash return on his investment. (v) The Purchaser is acquiring the Shares pursuant to this Agreement for his own account and not with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act. The Purchaser shall not effect a distribution of any Shares until either (A) he has received the opinion of counsel for the Company that registration under the Securities Act is not required or (B) a registration statement under the Securities Act covering such Shares and the disposition thereof has become effective under the Securities Act.