Common use of Representations, Warranties and Covenants of the Holder Clause in Contracts

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, warrants and covenants to Parent that the Holder (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and validly executed and delivered by the Holder and constitutes a valid and binding agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, represents and warrants and covenants to Parent that the Company as follows: 3.1 If the Holder (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreementan entity, the Holder will have the sole right to voteis a validly existing corporation, the sole power of dispositionlimited partnership or limited liability company and has all requisite corporate, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications partnership or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, limited liability company power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant and to Section 4(c))perform its obligations hereunder. This If the Holder is an individual, the Holder is legally competent and has the legal capacity to enter into this Agreement (including any proxy granted pursuant and to Section 4(c)) has been duly perform his or her obligations hereunder. 3.2 The execution, delivery and validly executed and delivered performance by the Holder of this Agreement have been duly authorized and this Agreement constitutes a the valid and legally binding agreement obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application applicability, relating to bankruptcy, insolvency or affecting creditors’ rights generally. 3.3 All investment representations and warranties previously made by the Holder to the Company in connection with the Holder’s acquisition of the Warrants are hereby confirmed with respect to the Warrants and the relief Exchange Shares. 3.4 The Holder owns the Holder’s Warrants beneficially and of debtors record, free and clear of any liens, pledges, options, security interests, claims, third party rights, charges or any other restrictions or encumbrances of any nature whatsoever (Bcollectively, “Encumbrances”), other than restrictions upon transferability of the Warrants arising under applicable securities laws. There are no agreements (i) rules granting any option, warrant or right of law governing specific performancefirst refusal with respect to the Warrants to any person or entity, injunctive relief (ii) restricting the right of the Holder to exchange the Warrants in accordance with the terms of this Agreement, or (iii) restricting any other right of the Holder with respect to the Warrants. Except as provided below, the Holder shall not (i) transfer, or consent to any transfer of, any or all of the Warrants or any interest therein, or create or permit to exist any Encumbrance on the Warrants, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Warrants, or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder. The Holder hereby acknowledges that the Company shall be entitled to refuse to effect the transfer of any Warrants not in compliance with the terms of this Agreement. 3.5 Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws. 3.6 The Holder has, in connection with its decision to acquire the Exchange Shares, relied with respect to the Company and its affairs solely upon the Company’s filings with the SEC and the representations and warranties of the Company contained herein and disclaims reliance on any other equitable remediesrepresentations and warranties or the completeness thereof. The Holder understands and acknowledges that the Company is in possession of information about the Company and its securities (which may include material non-public information) that may or may not be material or superior to information available to the Holder, and the Holder has specifically requested that it not be provided with any such information. The Holder acknowledges that, in the event the Holder completes the Exchange, it is doing so without any reliance on the Company. The Holder and the Company understand and acknowledge that neither party would enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the parties in entering into this Agreement. The Holder hereby waives any claim, or potential claim, it has or may have against the Company relating to the Company’s possession of material non-public information. 3.7 The Holder understands that nothing in this Agreement or in connection with the exchange of the Warrants and issuance and acquisition of the Exchange Shares constitutes legal, tax or investment advice. The Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Exchange Shares. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 3.8 The Holder is not, in the past three years has not been, and upon consummation of the Exchange contemplated herein will not be, an “interested stockholder” of the Company as defined in Section 203 of the Delaware General Corporation Law.

Representations, Warranties and Covenants of the Holder. The Holder hereby representsmakes the following representations and warranties to the Company, warrants and covenants to Parent that for the Holder benefit of the Company: (a) The Holder is duly incorporated or organized, validly existing and in good standing under the record and beneficial owner laws of the Options, which, at the date jurisdiction of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges its incorporation or other encumbrances (collectively, the “Encumbrances”), organization. (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, Holder enforceable against the Holder it in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (Ac) Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws. (d) The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not (i) violate any provision of the Holder’s charter or organizational documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by which the Holder’s respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Holder or by which any property or asset of the Holder are bound or affected, except, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Agreement. (e) Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) Holder is and will be acquiring the Securities for Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, Holder does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. (g) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) and/or 4(2) thereof. Holder understands that the Securities purchased hereunder are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (h) Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (i) Holder acknowledges that the Securities were not offered to Holder by means of any form of general application relating or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to bankruptcywhich Holder was invited by any of the foregoing means of communications. Holder, insolvency in making the decision to purchase the Securities, has relied upon independent investigation made by it and the relief representations, warranties and agreements set forth in this Agreement and the other transaction documents and has not relied on any information or representations made by third parties. (j) Holder owns and holds, beneficially and of debtors record, the entire right, title, and interest in and to the Notes (B) rules of law governing specific performanceincluding, injunctive relief without limitation, accrued and other equitable remedies.unpaid interest

Representations, Warranties and Covenants of the Holder. The Holder hereby representsmakes the following representations and warranties to the Company, warrants and covenants to Parent that for the Holder benefit of the Company. (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Holder has the power and authority to execute and deliver this Agreement and documents contemplated hereby and to perform its obligations hereunder and thereunder. (Ab) The Holder understands that the Preferred Stock is being offered and sold in reliance on specific provisions of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. (c) The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by which the Holder’s properties or assets are bound, or (ii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Holder or by which any property or asset of the Holder are bound or affected, except, in each case, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Agreement. (d) The Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act, with sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. (e) The Holder is acquiring the Preferred Stock for the Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, the Holder does not agree to hold the Preferred Stock for any minimum or other specific term and reserves the right to dispose of such shares at any time in accordance with federal and state securities laws applicable to such disposition. (f) The Holder understands that the Preferred Stock, including the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable upon conversion of the Preferred Stock (the “Conversion Shares”), are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Preferred Stock or Conversion Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or an exemption from registration under the Securities Act is available (and then the Preferred Stock and/or Conversion Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (g) The Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (h) The Holder acknowledges that the Preferred Stock was not offered to the Holder by means of any form of general application relating or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to bankruptcywhich the Holder was invited by any of the foregoing means of communications. (i) The Holder owns and holds, insolvency beneficially and of record, the relief entire right, title, and interest in and to the Note free and clear of debtors all rights and Encumbrances (Bas defined below) rules of law governing specific performance, injunctive relief other than restrictions under the Securities Act and other equitable remediesapplicable federal and state securities laws. The Holder has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance other than restrictions under the Securities Act and other applicable federal and state securities laws. Other than the transactions contemplated by this Agreement, there is no pending proposal, or other right of any person to acquire all or any of portion of the Note. “Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations, Warranties and Covenants of the Holder. The Holder hereby representsmakes the following representations and warranties to the Company, warrants and covenants to Parent that for the Holder benefit of the Company: (a) The Holder is duly incorporated or organized, validly existing and in good standing under the record and beneficial owner laws of the Options, which, at the date jurisdiction of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges its incorporation or other encumbrances (collectively, the “Encumbrances”), organization. (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, Holder enforceable against the Holder it in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (Ac) Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws. (d) Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act. (e) Holder is and will be acquiring the Securities for Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, Holder does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. (f) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) and/or 4(2) thereof. Holder understands that the Securities purchased hereunder are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (g) Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (h) Holder acknowledges that the Securities were not offered to Holder by means of any form of general application relating or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to bankruptcywhich Holder was invited by any of the foregoing means of communications. Holder, insolvency in making the decision to purchase the Securities, has relied upon independent investigation made by it and the relief representations, warranties and agreements set forth in this Agreement and the other transaction documents and has not relied on any information or representations made by third parties. (i) Holder owns and holds, beneficially and of debtors record, the entire right, title, and interest in and to the Notes (Bincluding, without limitation, accrued and unpaid interest thereon) rules set forth opposite Holder’s name on Exhibit A, free and clear of law governing specific performanceall rights and Encumbrances (as defined below). Holder has full power and authority to transfer and dispose of the Notes (including, injunctive relief without limitation, accrued and unpaid interest thereon) set forth opposite Holder’s name on Exhibit A, free and clear of any right or Encumbrance other equitable remedies.than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any of the Notes set forth opposite Holder’s name on Exhibit A. “

Representations, Warranties and Covenants of the Holder. 7.1 The Holder hereby represents, represents and warrants to and covenants to Parent that with the Holder Company (which representations, warranties and covenants shall survive the closing date) that: (a) the Holder: (i) is knowledgeable of, or has been independently advised as to, the record and beneficial owner applicable securities laws of the Optionssecurities regulators having application in the jurisdiction in which the Holder is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, (ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, whichif such is not applicable, at the date Holder is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions, (iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities, and (iv) represents and warrants that the acquisition of the Securities by the Holder does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Holder shall, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which shall confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; (b) the Holder is acquiring the Securities as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons (as defined herein); (c) the Holder has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, the Holder is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Holder; (d) the entering into of this Agreement and at all times up until the exercise transactions contemplated hereby do not result in the violation of such Options in accordance with any of the terms of this Agreement, will be free and clear provisions of any lienslaw applicable to, claimsor, options, charges or other encumbrances (collectivelyif applicable, the “Encumbrances”)constating documents of, the Holder, or of any agreement, written or oral, to which the Holder may be a party or by which the Holder is or may be bound; (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (ie) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and validly executed and delivered by the Holder this Agreement and it constitutes a valid and binding agreement of the Holder, Holder enforceable against the Holder; (f) the Holder has received and carefully read this Agreement; (g) the Holder understands and agrees that the Company and others shall rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in accordance with its termsthis Agreement and the Questionnaires, subject to and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Holder shall promptly notify the Company; (Ah) laws the Holder is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (i) no person has made to the Holder any written or oral representations: (i) that any person shall resell or repurchase any of the Securities, (ii) that any person shall refund the purchase price of any of the Securities, (iii) as to the future price or value of any of the Securities, or (iv) that any of the Securities shall be listed and posted for trading on any stock exchange or automated dealer quotation system or that application relating has been made to bankruptcylist and post any of the shares of the Company on any stock exchange or automated dealer quotation system; and (j) the Holder acknowledges and agrees that the Company shall not consider its subscription for acceptance unless the undersigned provides to the Company, insolvency along with an executed copy of this Agreement: (i) a fully completed and executed copy of the relief Questionnaires, and (ii) such other supporting documentation that the Company or its legal counsel may request to establish the Holder’s qualification as a qualified investor. 7.2 In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of debtors and (B) rules of law governing specific performance, injunctive relief and other equitable remediesthe Agreement includes any person in the United States.

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, represents and warrants to and covenants with the Grantor as follows: A. The Holder has the power, right and authority to Parent that the Holder (a) is the record execute and beneficial owner of the Options, which, at the date of perform this Agreement and at all times up the execution, delivery and performance of this Agreement, in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any provisions of law, or any existing agreement, indenture or other instrument to which the Holder is a party; B. The Holder acknowledges and accepts that the Option Shares are restricted securities as that term is defined under the Securities Act of 1033, as amended (the “Securities Act”). Accordingly, and only in the event the Holder exercises the Option, the Holder hereby acknowledges that until and unless the exercise same are registered under the Securities Act: (i) he will be acquiring the Option Shares solely for his own account, for investment purposes and without a view towards the resale or distribution thereof; (ii) the Option Shares will be subject of such Options stop transfer orders on the books and records of the Company’s transfer agent and shall be imprinted with a standard form of restrictive legend; and (iii ) any sale or transfer of the Option Shares will be accomplished only in accordance with the terms of this Agreement, will be free Securities Act and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise rules and regulations of the Options, will be Securities and Exchange Commission adopted thereunder; C. The representations and warranties contained in this Section 6 shall supersede any and all previous written or oral statements made by the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier Grantor to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, Option or the sole power to demand appraisal rights and the sole power to agree to all number of the matters set forth in this Agreement, in each case, with respect to all of the Option Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. ; D. The Holder has the legal capacity, power and authority had access to enter into and perform all such records of the Holder’s obligations under Grantor as the Holder desires to examine and is relying and entering into this Agreement (including under upon the Holder's own independent findings concerning the Grantor's business prospects and the value of the Option Shares, and not upon any proxy granted pursuant representation, statement or warranty of the Grantor or any obligation of the Grantor to Section 4(c)). This Agreement (including make any proxy granted pursuant to Section 4(c)) has been duly such representation, statement or warranty; and E. The representations and validly executed and delivered by warranties of the Holder herein contained shall be true and constitutes a valid correct on and binding agreement as of the Holder, enforceable against Closing Date with the Holder in accordance with its terms, subject to (A) laws same force and effect as if made on and as of general application relating to bankruptcy, insolvency and the relief of debtors and (B) rules of law governing specific performance, injunctive relief and other equitable remediesthat date.

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, represents and warrants and covenants to Parent that the Company as follows: 4.1. If the Holder (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreementan entity, the Holder will have the sole right to voteis a validly existing corporation, the sole power of dispositionlimited partnership or limited liability company and has all requisite corporate, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications partnership or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, limited liability company power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant and to Section 4(c))perform its obligations hereunder. This If the Holder is an individual, the Holder is legally competent and has the legal capacity to enter into this Agreement (including any proxy granted pursuant and to Section 4(c)) has been duly perform his or her obligations hereunder. 4.2. The execution, delivery and validly executed and delivered performance by the Holder of this Agreement have been duly authorized and this Agreement constitutes a the valid and legally binding agreement obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application applicability, relating to bankruptcy, insolvency or affecting creditors’ rights generally. 4.3. All investment representations and warranties previously made by the Holder to the Company in connection with the Holder’s acquisition of the Warrants are hereby confirmed with respect to the Warrants and the relief Exchange Shares. 4.4. The Holder owns the Holder’s Warrants beneficially and of debtors record, free and clear of any liens, pledges, options, security interests, claims, third party rights, charges or any other restrictions or encumbrances of any nature whatsoever (Bcollectively, “Encumbrances”), other than restrictions upon transferability of the Warrants arising under applicable securities laws. There are no agreements (i) rules granting any option, warrant or right of law governing specific performancefirst refusal with respect to the Warrants to any person or entity, injunctive relief (ii) restricting the right of the Holder to exchange the Warrants in accordance with the terms of this Agreement, or (iii) restricting any other right of the Holder with respect to the Warrants. Except as provided below, the Holder shall not (i) transfer, or consent to any transfer of, any or all of the Warrants or any interest therein, or create or permit to exist any Encumbrance on the Warrants, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Warrants, or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder. The Holder hereby acknowledges that the Company shall be entitled to refuse to effect the transfer of any Warrants not in compliance with the terms of this Agreement. 4.5. Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws. 4.6. The Holder has, in connection with its decision to acquire the Exchange Shares, relied with respect to the Company and its affairs solely upon the Company’s filings with the SEC and the representations and warranties of the Company contained herein and disclaims reliance on any other equitable remediesrepresentations and warranties or the completeness thereof. The Holder understands and acknowledges that the Company is in possession of information about the Company and its securities (which may include material non-public information) that may or may not be material or superior to information available to the Holder, and the Holder has specifically requested that it not be provided with any such information. The Holder acknowledges that, in the event the Holder completes the Exchange, it is doing so without any reliance on the Company. The Holder and the Company understand and acknowledge that neither party would enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the parties in entering into this Agreement. The Holder hereby waives any claim, or potential claim, it has or may have against the Company relating to the Company’s possession of material non-public information. 4.7. The Holder understands that nothing in this Agreement or in connection with the exchange of the Warrants and issuance and acquisition of the Exchange Shares constitutes legal, tax or investment advice. The Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Exchange Shares. With respect to such legal, tax and investment advice, the Holder relies solely on such advisors and not on any legal, tax or investment advice from the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Holder. The Holder hereby representsmakes the following representations and warranties to the Company, warrants and covenants to Parent that for the Holder benefit of the Company. (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, Holder enforceable against the Holder in accordance with its terms, subject to (A) limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of general application relating to bankruptcycreditors’ rights generally, insolvency and the relief Holder has the power and authority to execute and deliver this Agreement and documents contemplated hereby and to perform its obligations hereunder and thereunder. (b) The Holder did not receive any other form of debtors additional consideration in connection with the issuance of the New Note. (c) The Holder understands that the New Note is being offered and sold in reliance on specific provisions of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (Bthe “Securities Act”), and applicable state securities laws. (d) rules The Holder owns and holds, beneficially and of law governing specific performancerecord, injunctive relief the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below) other than restrictions under the Securities Act and other equitable remediesapplicable federal and state securities laws. The Holder has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance other than restrictions under the Securities Act and other applicable federal and state securities laws. Other than the transactions contemplated by this Agreement, there is no pending proposal, or other right of any person to acquire all or any of portion of the Note. “Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations, Warranties and Covenants of the Holder. The Each Holder hereby representsrepresents and warrants to the Company, warrants and covenants to Parent that for the Holder benefit of the Company, as follows: (a) In the case of Intracel, Holder is a corporation organized, validly existing, and in good standing under the record and beneficial owner laws of the Options, which, at the date State of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), Delaware; (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed executed, and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (Ac) In the case of Intracel, Holder has not transferred, and owns, beneficially and of record, good and marketable title to, the shares of Intracel Stock free and clear of all liens or other encumbrances; (d) This Agreement is made with the Holder in reliance upon the Holder’s representation to the Company, which by the Holder’s execution of this Agreement, the Holder hereby confirms, that the Exchange Shares to be acquired by the Holder will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Holder further represents that the Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Exchange Shares. (e) The Holder has had an opportunity to discuss the Company’s business, management, and financial affairs with the Company’s management and the Holder has received all additional information regarding the Company that it has requested, if any. (f) The Holder understands that the Exchange Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The Holder understands that the Exchange Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the. Exchange Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the Exchange Shares for resale except as set forth in the Registration Rights Agreement. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exchange Shares, and on requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy. (g) The Holder understands that no public market now exists for the Exchange Shares, and that the Company has made no assurances that a public market will ever exist for the Shares. (h) The Holder understands that the Exchange Shares and any securities issued in respect of or exchange for the Exchange Shares, shall bear the legends set forth in, or required by, the other Transaction Agreements and any legend required by the securities laws of any state to the extent such laws are applicable to the Exchange Shares represented by the certificate so legended. (i) The Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (j) Neither the Holder, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general application relating to bankruptcysolicitation, insolvency or (b) published any advertisement in connection with the offer and sale of the relief Exchange Shares. (k) The Holder’s principal place of debtors and (B) rules of law governing specific performance, injunctive relief and other equitable remediesbusiness is identified on Schedule A hereto.

Representations, Warranties and Covenants of the Holder. The Holder hereby representsmakes the following representations and warranties to the Company, warrants and covenants to Parent that for the Holder benefit of the Company. (a) The Holder is a limited liability company duly organized, validly existing and in good standing under the record and beneficial owner laws of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), Delaware. (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Holder has full limited liability company power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (Ac) The Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws. (d) The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not (i) violate any provision of the Holder’s charter or organizational documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by which the Holder’s properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Holder or by which any property or asset of the Holder are bound or affected, except, in each case, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Agreement. (e) The Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act, with sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. (f) The Holder is and will be acquiring the Securities for the Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, the Holder does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition. (g) The Holder understands that the Securities purchased hereunder are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (h) The Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (i) The Holder acknowledges that the Securities were not offered to the Holder by means of any form of general application relating or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to bankruptcywhich the Holder was invited by any of the foregoing means of communications. (j) The Holder owns and holds, insolvency beneficially and of record, the entire right, title, and interest in and to the Preferred Stock free and clear of all rights and Encumbrances (as defined below) other than restrictions under the Securities Act and other applicable federal and state securities laws, the certificate of incorporation of the Company and the relief Certificate of debtors Designations, Preferences and Rights of Series B-1 Preferred Stock of Glowpoint, Inc. (B) rules the “Certificate of law governing specific performance, injunctive relief Designations”). The Holder has full power and authority to transfer and dispose of the Preferred Stock free and clear of any right or Encumbrance other than restrictions under the Securities Act and other equitable remediesapplicable federal and state securities laws. Other than the transactions contemplated by this Agreement and as set forth in the Certificate of Designations, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any of the Preferred Stock. “Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, represents and warrants and covenants to Parent that the Company as follows: 5.1 If the Holder (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreementan entity, the Holder will have the sole right to voteis a validly existing corporation, the sole power of dispositionlimited partnership or limited liability company and has all requisite corporate, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications partnership or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, limited liability company power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant and to Section 4(c))perform its obligations hereunder. This If the Holder is an individual, the Holder is legally competent and has the legal capacity to enter into this Agreement (including any proxy granted pursuant and to Section 4(c)) has been duly perform his or her obligations hereunder. 5.2 The execution, delivery and validly executed and delivered performance by the Holder of this Agreement have been duly authorized and this Agreement constitutes a the valid and legally binding agreement obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application applicability, relating to bankruptcy, insolvency or affecting creditors’ rights generally. 5.3 All investment representations and warranties previously made by the Holder to the Company in connection with the Holder’s acquisition of the Warrants are hereby confirmed with respect to the Warrants and the relief Exchange Shares. 5.4 The Holder owns the Holder’s Warrants beneficially and of debtors record, free and clear of any liens, pledges, options, security interests, claims, third party rights, charges or any other restrictions or encumbrances of any nature whatsoever (collectively, “Encumbrances”), other than restrictions upon transferability of the Warrants arising under applicable securities laws. There are no agreements (i) granting any option, warrant or right of first refusal with respect to the Warrants to any person or entity, (ii) restricting the right of the Holder to exchange the Warrants in accordance with the terms of this Agreement or the Offer, or (iii) restricting any other right of the Holder with respect to the Warrants. Except as provided below, the Holder shall not (i) transfer, or consent to any transfer of, any or all of the Warrants or any interest therein, or create or permit to exist any Encumbrance on the Warrants, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Warrants, or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder; provided, however, that the Holder shall have the right to sell or otherwise transfer some or all of its Warrant to another person or entity provided, that (i) such sale or transfer complies with applicable securities laws, and (Bii) rules the transferee enters into an agreement reasonably satisfactory to the Company agreeing to be bound by the terms hereof with respect to the Warrants so sold or transferred to it. The Holder hereby acknowledges that the Company shall be entitled to refuse to effect the transfer of law governing specific performanceany Warrants not in compliance with the terms of this Agreement. 5.5 Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, injunctive relief warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws. 5.6 The Holder has, in connection with its decision to acquire the Exchange Shares, relied with respect to the Company and its affairs solely upon the Company’s filings with the SEC and the representations and warranties of the Company contained herein. 5.7 The Holder understands that nothing in this Agreement or any other equitable remediesmaterials presented to the Holder in connection with the exchange of the Warrants and issuance and acquisition of the Exchange Shares constitutes legal, tax or investment advice. The Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Exchange Shares. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 5.8 For thirty (30) trading days following the closing of the Exchange, the Holder shall not sell more than 10.0% of the trading volume of the Common Stock as reported by Bloomberg, LP for the applicable date of determination through open market sales through the Nasdaq Capital Market on any trading day in which the Nasdaq Capital Market is open for trading.

Representations, Warranties and Covenants of the Holder. The Holder hereby representsmakes the following representations and warranties to the Company, warrants and covenants to Parent that for the Holder benefit of the Company. (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and authorized, validly executed and delivered by the Holder and constitutes is a valid and binding agreement and obligation of the Holder, Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Holder has the power and authority to execute and deliver this Agreement and the other agreements, including the Transaction Documents, and documents contemplated hereby and to perform its obligations hereunder and thereunder. (Ab) The Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws. (c) The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by which the Holder’s properties or assets are bound, or (ii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Holder or by which any property or asset of the Holder are bound or affected, except, in each case, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Agreement. (d) The Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act, with sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. (e) The Holder is and will be acquiring the Securities for the Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, the Holder does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition. (f) The Holder understands that the Securities purchased hereunder, including the Warrant Shares and Conversion Shares (as defined in the SPA), are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (g) The Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (h) The Holder acknowledges that the Securities were not offered to the Holder by means of any form of general application relating or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to bankruptcywhich the Holder was invited by any of the foregoing means of communications. (i) The Holder owns and holds, insolvency beneficially and of record, the relief entire right, title, and interest in and to the Note free and clear of debtors all rights and Encumbrances (Bas defined below) rules of law governing specific performance, injunctive relief other than restrictions under the Securities Act and other equitable remediesapplicable federal and state securities laws. The Holder has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance other than restrictions under the Securities Act and other applicable federal and state securities laws. Other than the transactions contemplated by this Agreement, there is no pending proposal, or other right of any person to acquire all or any of portion of the Note. “Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.