Common use of Representations, Warranties and Covenants of Each Purchaser Clause in Contracts

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants to the Company as follows: 6.1 Each Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser 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 purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (v) the Purchaser has, in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (vi) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. 6.4 Each Purchaser recognizes that an investment in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISK, including a risk of total loss of the Purchaser's investment. 6.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser's suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. Each Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 6.6 The address set forth in the signature page hereto is the Purchaser's true and correct domicile. 6.7 Each Purchaser understands and agrees that each certificate or other document evidencing any of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred Stock.

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and warrants to the Company as follows: 6.1 Each Purchaser represents not jointly, acknowledges, represents, and warrants to, and covenants agrees with, the Company that: : (a) At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) the Purchaser is knowledgeable, sophisticated and experienced an “accredited investor” as defined in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (iiRule 501(a) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (vii) the Purchaser has, a “qualified institutional buyer” as defined in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or writtenRule 144A(a) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants (b) It has had the opportunity to review this Agreement and the Company’s filings with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, Commission and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (c) No agent of the Company has been authorized to make and no such agent has made any representation, disclosure, or use of any information in connection with the issue, placement, purchase, and sale of the Shares, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (d) (i) Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby hereby; and this Agreement has taken all necessary action to authorize the executionbeen duly authorized, delivery executed, and performance of this Agreement, delivered by such Purchaser and (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and constitutes the consummation by the Purchaser of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the such Purchaser enforceable against such Purchaser in accordance with its terms, except (A) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting relating to the enforcement of creditors' and contracting parties' ’ rights generally and except as enforceability may be subject to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (viB) there is to the extent any indemnification or contribution provisions contained herein may further be limited by applicable laws and principles of public policy. (e) The Shares to be purchased by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in effect any order enjoining or restraining the Purchaser from entering into or engaging in any violation of the transactions contemplated by this Agreement. 6.4 Each Securities Act, and such Purchaser recognizes that an investment has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISKAct without prejudice, including a risk however, to such Purchaser’s right at all times to sell or otherwise dispose of total loss all or any part of the Purchaser's investment. 6.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser's suitability to invest such Shares in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. Each Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. compliance with applicable federal and state securities laws. 6.6 The address set forth (f) Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the signature page hereto Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the Purchaser's true and correct domicileeconomic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. 6.7 Each (g) Nothing in this Agreement, the Prospectus, the Disclosure Package, or any other materials presented to such Purchaser understands in connection with the purchase and agrees that each certificate or other document evidencing any sale of the shares of Series B Preferred StockShares constitutes legal, Warrantstax, or investment advice. Such Purchaser has consulted such legal, tax, and shares investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Series C Preferred Stock shall be endorsed with the legend in substantially Shares. (h) Since the form set forth below as well as any other legends required by applicable law, time of the initial conversation between the Company and the Purchaser covenants that regarding the Offering, the Purchaser shall has not transfer shares directly or indirectly, nor has any person acting on behalf of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by or pursuant to any such certificate without complying understanding with the restrictions on transfer described Purchaser, disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors) or engaged in any transactions in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 6.8 Each Purchaser acknowledges that certain additional shareholders securities of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis(including, including the shares of Common Stock to be issued upon conversion without limitations, any Short Sales of the Company's Series A Convertible Preferred Stock’s securities). The Purchaser covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it has or will engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Subscription Agreement are publicly disclosed.

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and warrants to the Company as follows: 6.1 Each Purchaser not jointly, acknowledges, represents and warrants to, and covenants agrees with, the Company that: : (a) At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) the Purchaser is knowledgeable, sophisticated and experienced an “accredited investor” as defined in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (iiRule 501(a) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (vii) the Purchaser has, a “qualified institutional buyer” as defined in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or writtenRule 144A(a) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants (b) It has had the opportunity to review this Agreement and the Company’s filings with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, Commission and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (c) No agent of the Company has been authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Shares, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (d) (i) Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby hereby; and this Agreement has been duly authorized, executed and delivered by such Purchaser and (ii) this Agreement constitutes the valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except (A) as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally and by general principles of equity and (B) to the extent any indemnification or contribution provisions contained herein may further be limited by applicable laws and principles of public policy. (e) The Shares to be purchased by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. (f) Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has taken all necessary action so evaluated the merits and risks of such investment. Such Purchaser is able to authorize bear the executioneconomic risk of an investment in the Shares and, delivery and performance at the present time, is able to afford a complete loss of such investment. (g) Nothing in this Agreement, (ii) the Prospectus, the Disclosure Package or any other materials presented to such Purchaser is duly organized, validly existing in connection with the purchase and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and the consummation by the Purchaser sale of the transactions contemplated by this Agreement will not violate any provision Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the organizational documents of Shares. (h) Since the time that such Purchaser or conflict with, result in first began discussions with the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of Company about the transactions contemplated by this Agreement, such Purchaser has not breached any confidentiality obligation to the Company with respect to such transactions or engaged in any Short Sales involving the Company’s securities. Such Purchaser covenants that, prior to the time that the principal transactions contemplated by this Agreement are publicly disclosed, neither it nor any person acting on its behalf or pursuant to any understanding with it will (i) disclose any non public information regarding the Offering to any third parties (other than such Purchaser’s affiliates and representatives, including legal and accounting advisors), or (vii) upon engage in any Short Sales involving the execution Company’s securities. (i) Such Purchaser hereby agrees that, during the period commencing on the Closing Date and continuing until the 90-day anniversary of the Closing Date (such period, the “Lock-Up Period”), neither such Purchaser nor any person acting on its behalf or pursuant to any understanding with such Purchaser will, directly or indirectly: (i) effect or agree to effect any Short Sale with respect to any of the Shares, borrow or pre-borrow any of the Shares, or grant any other right with respect to the Shares or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Shares or otherwise seek to hedge such Purchaser’s position in the Shares; (ii) donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, or (iv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iv) above is to be settled by delivery of Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iv), a “Prohibited Transfer”); provided, however, that any sale or transfer of the Shares into a Change in Control Transaction shall not constitute a Prohibited Transfer. If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, this Agreement such purported Prohibited Transfer shall constitute a valid be null and binding obligation void ab initio, and the Company shall refuse to recognize any such purported transferee of the Shares as one of its equity holders for any purpose. In order to enforce this Section 3.2(h), the Company may impose stop-transfer instructions with respect to the Shares until the end of the Lock-Up Period. During the Lock-Up Period, each book-entry account evidencing any Shares shall include a legend/notation in substantially the following form: “THE SECURITIES REPRESENTED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A COMMON STOCK PURCHASE AGREEMENT, DATED AS OF MAY 23, 2019, BY AND BETWEEN SMTC CORPORATION (THE “COMPANY”) AND THE PURCHASERS LISTED ON SCHEDULE A THERETO (THE “AGREEMENT”). A COPY OF AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” At the termination of the Lock-Up Period, the Company shall take all reasonably necessary steps to remove any restrictive legend/notation on the Shares and make available to such Purchaser enforceable in accordance the Shares free and clear of any such restrictive legend/notation (including but not limited to instructing the Company’s personnel, representatives and agents to cooperate with its terms, except such Purchaser to deliver any such documents and instructions as enforceability may be limited necessary or requested by applicable bankruptcysuch Purchaser to effectuate the foregoing as promptly as practicable). For the avoidance of doubt, insolvency, reorganization, moratorium this Lock-Up Period will not apply to any shares of Common Stock purchased or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may to be subject to general principles purchased outside of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (vi) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. 6.4 Each Purchaser recognizes that an investment in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISK, including a risk of total loss (j) Such Purchaser’s signature page sets forth all securities of the Purchaser's investment. 6.5 All of the information provided to the Company held or its agents or representatives concerning the Purchaser's suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct beneficially owned by such Purchaser as of the date hereof. Each Such Purchaser understands that does not hold or beneficially own any other securities of the Company is relying Company, except as indicated on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 6.6 The address set forth in the signature page hereto is the Purchaser's true and correct domicilehereto. 6.7 Each Purchaser understands and agrees that each certificate or other document evidencing any of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred Stock.

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and warrants to the Company as follows: 6.1 Each Purchaser not jointly, represents and warrants to, and covenants withagrees with the Issuer, the Company on each Closing Date, that: : (a) Such Purchaser (i) the Purchaser is knowledgeable, sophisticated and sufficiently experienced in making, financial and is qualified business matters to make, decisions with respect to investments in securities representing an investment decision like that be capable of evaluating the merits and risks involved in purchasing the purchase Notes and to make an informed decision relating thereto, (ii) has the ability to bear the economic risk of the Securitiessuch Purchaser’s investment in such Notes, including investments in securities issued by the Company(iii) has been furnished with, and has requestedcarefully reviewed, received, reviewed all materials that it considers relevant to an investment in such Notes and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) has had a full opportunity to ask questions of and receive answers from each Sunnova Party and any Persons acting on their behalf relating to such Notes and an investment therein. (b) Such Purchaser acknowledges that no market for the Notes currently exists. Such Purchaser will notacknowledges that it may find it impossible to liquidate its investment in the Notes at a time when it may be desirable to do so, or at any other time. (c) No Person (i) has acted, directly or indirectly, offeras a broker, sell, pledge, transfer finder or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (v) the financial advisor for such Purchaser has, in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement (as supplemented by the NPA Supplements), or (ii) is entitled to any fee or commission or like payment in respect thereof for which, in respect of both clauses (i) and (ii), the Depositor or the Issuer may be liable. (d) Such Purchaser has the requisite power and authority to execute and deliver this Agreement (if such Closing Date is the initial Closing Date) and the related NPA Supplement, and to purchase the Notes in accordance herewith, has duly authorized such execution, delivery and purchase, and has duly executed and delivered this Agreement (if such Closing Date is the initial Closing Date) and such NPA Supplement. (e) Such Purchaser is acquiring the Notes as principal for its own account (or for one or more accounts each holder of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below), and with respect to which accounts the Purchaser has investment discretion) for investment and not with a view toward, or for sale in connection with any distribution thereof in violation of the registration requirements of the Securities Act. (f) Such Purchaser understands that the Notes have not been and will not violate any provision be registered under the Securities Act in reliance upon exemptions from the registration requirements thereof, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered, resold, pledged or otherwise transferred only in accordance with applicable state and federal securities laws, the provisions of the organizational documents Indenture (as supplemented by the related Indenture Supplements and any other supplemental indentures) and the restrictive legends that the Purchaser understands such Notes will bear on such Notes, including without limitation the requirement for written certifications. In particular, such Purchaser understands that the Notes may be transferred only to a person that is both a Qualified Purchaser (with respect to the Issuer) and an Institutional Accredited Investor. Such Purchaser acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Notes. Such Purchaser or conflict understands that the Issuer is relying upon the truth and accuracy of, and such Purchaser’s compliance with, result the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Agreement in order to determine the breach or violation ofavailability of such exemptions. (g) Such Purchaser has a properly completed and signed Internal Revenue Service Form X-0, Xxxx X-0XXX, X-0XXX-X, X-0XXX, or constituteW-8IMY, either as applicable (or applicable successor form) and has delivered it to the Indenture Trustee. By the purchase of the Notes or its acceptance of a beneficial interest therein, such Purchaser acknowledges and agrees that, for all tax purposes, it is entering into this Agreement with the intention that the Notes will be characterized as indebtedness and shall treat the Notes as indebtedness, unless otherwise required by itself applicable law. The Purchaser also acknowledges and agrees that interest on the Notes will be treated as United States source interest, and, as such, United States withholding tax may apply. Each Purchaser of a Class B Note, and any Person that has or upon notice will have a direct or the passage of time or bothindirect ownership interest in it, is not and will not become a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Disqualified Entity. (h) Such Purchaser is a party or“qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), any statute (2), (3) or any authorization, judgment, decree, order, rule (7) under the Securities Act (“Institutional Accredited Investor”). (i) Each Purchaser of a Class A Note severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: (i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or regulation on behalf of any court employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any regulatory bodyother employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or (ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, administrative agency or other governmental body applicable credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or; (iii) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 or (2) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the PurchaserCompany in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (iv) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no consentemployee benefit plan’s assets that are managed by the QPAM in such investment fund, approvalwhen combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, authorization represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or other order controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (1) the identity of such QPAM and (2) the names of any courtemployee benefit plans whose assets in the investment fund, regulatory body, administrative agency when combined with the assets of all other employee benefit plans established or other governmental body is required on maintained by the part same employer or by an affiliate (within the meaning of Part VI(c)(1) of the Purchaser for QPAM Exemption) of such employer or by the execution and delivery of this Agreement same employee organization, represent 10% or the consummation more of the transactions contemplated by assets of such investment fund, have been disclosed to the Company in writing pursuant to this Agreement, and clause (iv); or (v) upon the execution and delivery Source constitutes assets of this Agreement, this Agreement shall constitute a valid and binding obligation “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the Purchaser enforceable in accordance with its termsINHAM Exemption), except as enforceability may be limited by applicable bankruptcythe conditions of Part I(a), insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawg) and (vih) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by this Agreement. 6.4 Each Purchaser recognizes that an investment the INHAM (applying the definition of “control” in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISK, including a risk of total loss Part IV(d)(3) of the Purchaser's investment. 6.5 All of the information provided to the Company INHAM Exemption) owns a 10% or its agents or representatives concerning the Purchaser's suitability to invest more interest in the Company and (1) the representations identity of such INHAM and warranties contained herein, are complete, true and correct as (2) the name(s) of the date hereofemployee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or (vi) the Source is a governmental plan; or (vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or (viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 3(i), the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. (j) Each Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 6.6 The address set forth in the signature page hereto is the Purchaser's true and correct domicile. 6.7 Each Purchaser understands and agrees of a Class B Note represents that each certificate Source being used to pay the purchase price for the Notes by such Purchaser, is not “plan assets” of (i) one or other document evidencing more “benefit plan investors” (as defined in Section 3(42) of ERISA), or (ii) any plan or arrangement that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFERCode. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred Stock.

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, severally but not jointly, hereby represents and warrants to the Company as follows: 6.1 Each Purchaser represents , on and warrants to, and covenants with, the Company that: as of (i) the Purchaser 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 purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (v) the Purchaser has, in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance date of this Agreement, (ii) the Closing Date, and (iii) each Option Closing Date: Risk of Investment. Such Purchaser is duly organizedunderstands that the purchase of the Securities involves a high degree of risk including, validly existing and but not limited to, the following: (i) only investors who can afford the loss of their entire investment should consider investing in good standing under the laws of Company or the Securities, (ii) such Purchaser may not be able to liquidate its jurisdiction of organizationinvestment, (iii) the execution, delivery and performance of this Agreement by Purchaser and the consummation by the Purchaser transferability of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of Purchaser or conflict withSecurities is limited under applicable securities laws, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, and (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (vi) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. 6.4 Each Purchaser recognizes that an investment in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISKhigh degree of risk, including those described in the SEC Reports. Such Purchaser acknowledges that the Company is not timely in its SEC filings and has a severe working capital deficit. Lack of Liquidity. Such Purchaser confirms that it is able (i) to bear the economic risk of total this investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of the its investment. Purchaser Capacity. Such Purchaser hereby represents that such Purchaser, by reason of such Purchaser's investment. 6.5 All business or financial experience, has the capacity to protect such Purchaser's own interests in connection with the transactions contemplated by the Agreements. Receipt of Information. Such Purchaser hereby acknowledges that such Purchaser has reviewed the SEC Reports, including the Form 10-k for the year ended February 28, 2004 which was filed on August 18, 2004 and is available on the SEC website wxx.xxx.xxx and the Supplemental Disclosure Memorandum dated August 19, 2004, a copy of which is attached hereto as Exhibit "K," (the "Disclosure Memorandum"), and hereby represents that it has been furnished by the Company, during the course of this transaction, with all information regarding the Company which such Purchaser has requested, has been afforded the opportunity to ask questions of, and to receive answers from, duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering and the affairs of the Company and has received any additional information which such Purchaser has requested, it being understood that neither this nor any other representation or warranty by any such Purchaser is intended to reduce any representation or warranty by the Company. Reliance on Information. Such Purchaser has relied upon the information provided to by the Company or its agents or representatives concerning in the SEC Reports, in this Agreement, the Disclosure Memorandum and information obtained in such Purchaser's suitability own independent investigation in making the decision to invest in the Company Securities. To the extent deemed necessary or advisable by it, such Purchaser has retained, at the sole expense of such Purchaser, and relied upon, appropriate professional advice regarding the representations investment, tax and warranties contained herein, are complete, true legal merits and correct as consequences of the date hereof. Each Purchaser understands that the Company is relying on the statements contained herein to establish this Agreement and an exemption from registration under U.S. federal and state securities laws. 6.6 The address set forth investment in the signature page hereto is the Purchaser's true Securities. No Solicitation. Such Purchaser represents that no Securities were offered or sold to such Purchaser by means of any form of general solicitation or general advertising, and correct domicile. 6.7 Each in connection therewith such Purchaser understands and agrees that each certificate has not (i) received or reviewed any advertisement, article, notice or other document evidencing communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available, or (ii) attended any of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented seminar meeting or industry investor conference whose attendees were invited by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFERgeneral solicitation or general advertising. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred Stock.

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and warrants to the Company as follows: 6.1 Each Purchaser not jointly, represents and warrants to, and covenants with, the Company that: : (ia) the Purchaser 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 purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (ii) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (v) the Purchaser has, in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Such Purchaser is an "accredited investor" within the meaning of investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. 6.2 (b) The Purchaser hereby covenants with the Company not has all requisite power and authority to make any sale execute, deliver and perform its obligations under this Agreement. The execution of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby have been duly authorized by this Agreement, all necessary action on the part of such Purchaser and (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a has been duly executed and delivered and constitutes the valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Notes and (vi) there is not in effect any order enjoining or restraining Shares to be purchased by the Purchaser from entering into will be acquired for investment for the Purchaser’s own account, not as a nominee or engaging agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Purchaser does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any person with respect to any of the transactions contemplated Notes or Shares. Nothing contained herein shall be deemed a representation or warranty by this Agreementsuch Purchaser to hold the Notes or Shares for any period of time. 6.4 Each (d) Purchaser recognizes acknowledges that an investment in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISK, including a risk of total loss of the Purchaser's investment. 6.5 All of it has received all the information provided that it has requested relating to the Company or its agents or representatives concerning the Purchaser's suitability to invest in the Company and the purchase of the Notes and Shares. The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering. The foregoing, however, does not limit or modify the representations and warranties contained herein, are complete, true and correct as of the date hereof. Each Company in this Agreement or the right of the Purchaser to rely thereon. (e) Purchaser understands that the Notes and Shares that it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company is relying on the statements contained herein to establish an exemption from in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under U.S. federal and state securities laws. 6.6 The address set forth the Act, only in the signature page hereto is the Purchaser's true and correct domicile. 6.7 Each Purchaser understands and agrees that each certificate or other document evidencing any of the shares of Series B Preferred Stockcertain limited circumstances. In this connection, Warrants, and shares of Series C Preferred Stock shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants represents that it understands the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed resale limitations imposed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred StockAct.

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and warrants to the Company as follows: 6.1 Each Purchaser represents not jointly, acknowledges, represents, and warrants to, and covenants agrees with, the Company that: : (a) At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) the Purchaser is knowledgeable, sophisticated and experienced an “accredited investor” as defined in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (iiRule 501(a) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (vii) the Purchaser has, a “qualified institutional buyer” as defined in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or writtenRule 144A(a) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants (b) It has had the opportunity to review this Agreement and the Company’s filings with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, Commission and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (c) No agent of the Company has been authorized to make and no such agent has made any representation, disclosure, or use of any information in connection with the issue, placement, purchase, and sale of the Shares, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (d) (i) Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby hereby; and this Agreement has taken all necessary action to authorize the executionbeen duly authorized, delivery executed, and performance of this Agreement, delivered by such Purchaser and (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and constitutes the consummation by the Purchaser of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the such Purchaser enforceable against such Purchaser in accordance with its terms, except (A) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting relating to the enforcement of creditors' and contracting parties' ’ rights generally and except as enforceability may be subject to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (viB) there to the extent any indemnification or contribution provisions contained herein may further be limited by applicable laws and principles of public policy. (e) Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is not able to bear the economic risk of an investment in effect the Shares and, at the present time, is able to afford a complete loss of such investment. (f) Nothing in this Agreement, the Prospectus, the Disclosure Package, or any order enjoining other materials presented to such Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax, or restraining investment advice. Such Purchaser has consulted such legal, tax, and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (g) Since the time of the initial conversation between the Company and the Purchaser from entering into regarding the Offering, the Purchaser has not directly or engaging indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Purchaser, disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors) or engaged in any open market transactions in the securities of the Company (including, without limitations, any Short Sales of the Company’s securities). The Purchaser covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it has or will engage in any open market transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this AgreementSubscription Agreement are publicly disclosed. 6.4 Each (h) Other than consummating the transactions contemplated hereunder, such Purchaser recognizes that an investment in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISKhas not, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including a risk of total loss Short Sales, of the Purchaser's investment. 6.5 All securities of the information provided to Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or its agents or representatives concerning the Purchaser's suitability to invest in any other person representing the Company and setting forth the representations and warranties contained hereinmaterial terms, are completewhich terms include definitive pricing terms, true and correct as of the date transactions contemplated hereunder and ending immediately prior to the execution hereof. Each Other than to other persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, such Purchaser understands that has maintained the Company is relying on the statements contained herein confidentiality of all disclosures made to establish an exemption from registration under U.S. federal and state securities laws. 6.6 The address set forth it in the signature page hereto is the Purchaser's true and correct domicile. 6.7 Each Purchaser understands and agrees that each certificate or other document evidencing any of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock shall be endorsed connection with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED this transaction ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares existence and terms of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred Stockthis transaction).

Representations, Warranties and Covenants of Each Purchaser. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and warrants to the Company as follows: 6.1 Each Purchaser represents not jointly, acknowledges, represents, and warrants to, and covenants agrees with, the Company that: : (a) At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) the Purchaser is knowledgeable, sophisticated and experienced an “accredited investor” as defined in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including, without limitation, the information contained in the Information Documents; (iiRule 501(a) it acknowledges that the offering of the Securities pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) the Purchaser is acquiring the number of Securities set forth in the signature page hereto, for its own account for investment only and with no present intention of distributing any of such Securities (or any component thereof) or any arrangement or understanding with any other persons regarding the distribution of such Securities (or any component thereof); (iv) the Purchaser 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 Securities (or any component thereof) except in compliance with the Securities Act, rules and regulations promulgated under the Securities Act and any applicable state securities or blue sky laws; (vii) the Purchaser has, a “qualified institutional buyer” as defined in connection with its decision to purchase the number of Securities set forth on the signature page hereof, not relied upon any representations or other information (whether oral or writtenRule 144A(a) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 6.2 The Purchaser hereby covenants (b) It has had the opportunity to review this Agreement and the Company’s filings with the Company not to make any sale of the shares of Series B Preferred Stock, Warrants, Commission and shares of Series C Preferred Stock and the shares of Common Stock to be issued upon conversion of the Series C Preferred Stock and exercise of the Warrants or the Xxxxxxxx Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 6.3 Each Purchaser further represents and warrants to, and covenants with, the Company that has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (c) No agent of the Company has been authorized to make and no such agent has made any representation, disclosure, or use of any information in connection with the issue, placement, purchase, and sale of the Shares, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (d) (i) Such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby hereby; and this Agreement has taken all necessary action to authorize the executionbeen duly authorized, delivery executed, and performance of this Agreement, delivered by such Purchaser and (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the execution, delivery and performance of this Agreement by Purchaser and constitutes the consummation by the Purchaser of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the such Purchaser enforceable against such Purchaser in accordance with its terms, except (A) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting relating to the enforcement of creditors' and contracting parties' ’ rights generally and except as enforceability may be subject to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (viB) there to the extent any indemnification or contribution provisions contained herein may further be limited by applicable laws and principles of public policy. (e) The Private Warrants and Warrants Sharesto be purchased by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Private Warrants or the Warrant Shares in compliance with applicable federal and state securities laws. The Purchaser agrees that the Private Warrants and the Warrant Shares will be imprinted with a restrictive legend regarding resale limitations under the SEcuriteis Act. (f) Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is not able to bear the economic risk of an investment in effect the Shares and, at the present time, is able to afford a complete loss of such investment. (g) Nothing in this Agreement, the Prospectus, the Disclosure Package, or any order enjoining other materials presented to such Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax, or restraining investment advice. Such Purchaser has consulted such legal, tax, and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (h) Since the time of the initial conversation between the Company and the Purchaser from entering into regarding the Offering, the Purchaser has not directly or engaging indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Purchaser, disclosed any information regarding the Offering to any third parties (other than its lega l, accounting and other advisors) or engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales of the Company’s securities). The Purchaser covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it has or will engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this AgreementSubscription Agreement are publicly disclosed. 6.4 Each Purchaser recognizes that an investment in the Securities is SPECULATIVE and involves a HIGH DEGREE OF RISK, including a risk of total loss of the Purchaser's investment. 6.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser's suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. Each Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 6.6 The address set forth in the signature page hereto is the Purchaser's true and correct domicile. 6.7 Each Purchaser understands and agrees that each certificate or other document evidencing any of the shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 6.8 Each Purchaser acknowledges that certain additional shareholders of the Company have rights to be included in the Company's next subsequent registration statement filed by the Company with the Securities and Exchange Commission on a piggyback basis, including the shares of Common Stock to be issued upon conversion of the Company's Series A Convertible Preferred Stock.