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

Representations, Warranties and Covenants of the Holder. The Holder represents and warrants to and covenants and agrees with, the Company that: (a) Holder acknowledges that the Exchange and the Exchange Warrant being issued to the Holder in connection with the Exchange are intended to be exempt from the registration requirement of the Securities Act pursuant to one or more exemptions thereunder; (b) Holder has the financial ability to bear the economic risk of its effectuating the Exchange and holding the Exchange Warrant, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to holding the Exchange Warrant. (c) Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (17 C.F.R. 230.501(a)). (d) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation of the transactions contemplated hereby. (e) The Holder understands that the Exchange Warrant and the shares of Company common stock underlying the Exchange Warrant (collectively, “Exchange Securities”) 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 Exchange 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 Exchange Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that all certificates representing any of the Exchange Securities will bear restrictive legends and hereby consents to the transfer agent for the Company’s common stock making a notation on its records to implement the restrictions on transfer described herein. The Holder is acquiring the Exchange Securities for investment and not with the view to making a “distribution” thereof within the meaning of the Securities Act. (f) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances other than restrictions under the Securities Act and other applicable federal and state securities laws. Holder has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrants or its rights in or to the Warrants, or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Warrants which would limit the Holder’s power to transfer the Warrants hereunder. Holder has the sole and unencumbered right and power to transfer and dispose of the Warrants, and the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, free and clear of all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances. No event of default has been declared by the Holder under the Warrants and no event of default exists or is continuing with respect to the Warrants.

Representations, Warranties and Covenants of the Holder. The Holder represents hereby makes the following representations and warrants warranties to the Company, and covenants and agrees with, for the Company that:benefit of the Company. (a) The Holder acknowledges that is a limited liability company duly organized, validly existing and in good standing under the Exchange and the Exchange Warrant being issued to the Holder in connection with the Exchange are intended to be exempt from the registration requirement laws of the Securities Act pursuant to one or more exemptions thereunder;Delaware. (b) This Agreement has been duly authorized, validly executed and delivered by the Holder and 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, and the Holder has full limited liability company power and authority to execute and deliver this Agreement and the financial ability other agreements and documents contemplated hereby and to bear the economic risk of perform its effectuating the Exchange obligations hereunder and holding the Exchange Warrant, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to holding the Exchange Warrantthereunder. (c) 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 an “accredited investor” as that term is defined in Rule 501(a) relying upon the truth and accuracy of Regulation D 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 (17 C.F.R. 230.501(a))the “Securities Act”) and applicable state securities laws. (d) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated herebyhereby 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 Exchange Warrant and the shares of Company common stock underlying the Exchange Warrant (collectively, “Exchange Securities”) 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 Exchange 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 Exchange 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 all certificates representing the Securities were not offered to the Holder by means of any form of general 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 which the Holder was invited by any of the Exchange Securities will bear restrictive legends and hereby consents to the transfer agent for the Company’s common stock making a notation on its records to implement the restrictions on transfer described herein. The Holder is acquiring the Exchange Securities for investment and not with the view to making a “distribution” thereof within the meaning foregoing means of the Securities Actcommunications. (fj) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the WarrantsPreferred 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 Certificate of Designations, Preferences and Rights of Series B-1 Preferred Stock of Glowpoint, Inc. (the “Certificate of Designations”). The Holder has full power and authority to transfer and dispose of the Preferred Stock free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects right or other encumbrances Encumbrance other than restrictions under the Securities Act and other applicable federal and state securities laws. Holder has notOther than the transactions contemplated by this Agreement and as set forth in the Certificate of Designations, in whole there is no outstanding vote, plan, pending proposal, or in part, (x) assigned, transferred, hypothecated, pledged other right of any person to acquire all or otherwise disposed any of the Warrants Preferred Stock. “Encumbrances” shall mean any security or its rights in other property interest or to the Warrantsright, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or (y) given any person other title claim or entity any transfer orderretention agreement, power of attorney interest or other authority right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any nature whatsoever with respect agreement (other than this Agreement) to the Warrants which would limit the Holder’s power grant or submit to transfer the Warrants hereunder. Holder has the sole and unencumbered right and power to transfer and dispose any of the Warrants, and foregoing in the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, free and clear of all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances. No event of default has been declared by the Holder under the Warrants and no event of default exists or is continuing with respect to the Warrantsfuture.

Representations, Warranties and Covenants of the Holder. The Holder represents hereby makes the following representations and warrants warranties to the Company, and covenants and agrees with, for the Company that:benefit of the Company. (a) This Agreement has been duly authorized, validly executed and delivered by the Holder acknowledges that and is a valid and binding agreement and obligation of the Exchange 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 Exchange Warrant being issued Holder has the power and authority to the 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 additional consideration in connection with the Exchange are intended to be exempt from the registration requirement issuance of the Securities Act pursuant to one or more exemptions thereunder; (b) Holder has the financial ability to bear the economic risk of its effectuating the Exchange and holding the Exchange Warrant, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to holding the Exchange WarrantNew Note. (c) The Holder understands that the New Note being offered and sold in reliance on specific provisions of federal and state securities laws and that the Company is an “accredited investor” as that term is defined in Rule 501(a) relying upon the truth and accuracy of Regulation D 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 (17 C.F.R. 230.501(athe “Securities Act”)), and applicable state securities laws. (d) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated herebyhereby 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. (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 acquiring the New Note 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 New Note for any minimum or other specific term and reserves the right to dispose of any shares of the Company’s common stock, $0.0001 par value, issuable upon conversion of the New Note (“Conversion Shares”) at any time in accordance with federal and state securities laws applicable to such disposition. (g) The Holder understands that the Exchange Warrant and the shares of Company common stock underlying the Exchange Warrant (collectively, “Exchange Securities”) 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 Exchange Securities 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 Exchange Securities Conversion Shares 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 all certificates representing the New Note was not offered to the Holder by means of any form of general 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 which the Holder was invited by any of the Exchange Securities will bear restrictive legends and hereby consents to the transfer agent for the Company’s common stock making a notation on its records to implement the restrictions on transfer described herein. The Holder is acquiring the Exchange Securities for investment and not with the view to making a “distribution” thereof within the meaning foregoing means of the Securities Actcommunications. (fj) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants, Note free and clear of any all rights and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances Encumbrances (as defined below) other than restrictions under the Securities Act and other applicable federal and state securities laws. The Holder has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrants or its rights in or to the Warrants, or (y) given any person or entity any transfer order, full power of attorney or other and authority of any nature whatsoever with respect to the Warrants which would limit the Holder’s power to transfer the Warrants hereunder. Holder has the sole and unencumbered right and power to transfer and dispose of the Warrants, and the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, 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 pledgesor any of portion of the Note. “Encumbrances” shall mean any security or other property interest or right, liensclaim, lien, pledge, option, charge, security interestsinterest, mortgagecontingent or conditional sale, claims, charges, restrictions, options, title defects or other encumbrances. No event title claim or retention agreement interest or other right or claim of default has been declared 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 Holder under foregoing in the Warrants and no event of default exists or is continuing with respect to the Warrantsfuture.

Representations, Warranties and Covenants of the Holder. The Holder represents hereby makes the following representations and warrants warranties to the Company, and covenants and agrees with, for the Company that:benefit of the Company. (a) This Agreement has been duly authorized, validly executed and delivered by the Holder acknowledges that and is a valid and binding agreement and obligation of the Exchange and the Exchange Warrant being issued to Holder enforceable against the Holder in connection accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the Exchange are intended enforcement of creditors’ rights generally, and the Holder has the power and authority to be exempt from execute and deliver this Agreement and the registration requirement of other agreements, including the Securities Act pursuant Transaction Documents, and documents contemplated hereby and to one or more exemptions perform its obligations hereunder and thereunder;. (b) The Holder has understands that the financial ability Securities are being offered and sold to bear it in reliance on specific provisions of federal and state securities laws and that the economic risk Company is relying upon the truth and accuracy of its effectuating the Exchange representations, warranties, agreements, acknowledgments and holding understandings of the Exchange WarrantHolder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, has adequate means for providing for its current needs as amended (the “Securities Act”) and personal contingencies and has no need for liquidity with respect to holding the Exchange Warrantapplicable state securities laws. (c) Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (17 C.F.R. 230.501(a)). (d) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by 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 Exchange Securities purchased hereunder, including the Warrant Shares and Conversion Shares (as defined in the shares of Company common stock underlying the Exchange Warrant (collectivelySPA), “Exchange Securities”) 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 Exchange 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 Exchange 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 all certificates representing the Securities were not offered to the Holder by means of any form of general 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 which the Holder was invited by any of the Exchange Securities will bear restrictive legends and hereby consents to the transfer agent for the Company’s common stock making a notation on its records to implement the restrictions on transfer described herein. The Holder is acquiring the Exchange Securities for investment and not with the view to making a “distribution” thereof within the meaning foregoing means of the Securities Actcommunications. (fi) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants, Note free and clear of any all rights and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances Encumbrances (as defined below) other than restrictions under the Securities Act and other applicable federal and state securities laws. The Holder has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrants or its rights in or to the Warrants, or (y) given any person or entity any transfer order, full power of attorney or other and authority of any nature whatsoever with respect to the Warrants which would limit the Holder’s power to transfer the Warrants hereunder. Holder has the sole and unencumbered right and power to transfer and dispose of the Warrants, and the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, 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 pledgesor any of portion of the Note. “Encumbrances” shall mean any security or other property interest or right, liensclaim, lien, pledge, option, charge, security interestsinterest, mortgagecontingent or conditional sale, claims, charges, restrictions, options, title defects or other encumbrances. No event title claim or retention agreement interest or other right or claim of default has been declared 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 Holder under foregoing in the Warrants and no event of default exists or is continuing with respect to the Warrantsfuture.

Representations, Warranties and Covenants of the Holder. 7.1 The Holder hereby represents and warrants to and covenants and agrees with, with the 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 applicable securities laws of the securities 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, if such is not applicable, the 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 Exchange and applicable securities laws of the Exchange Warrant being issued 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 Holder International Jurisdiction in connection with the Exchange are intended to be exempt from issue and sale or resale of the registration requirement Securities, and (iv) represents and warrants that the acquisition of the Securities Act pursuant by the Holder does not trigger: A. any obligation to one prepare and file a prospectus or more exemptions thereundersimilar 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) Holder has the financial ability to bear the economic risk of its effectuating the Exchange and holding the Exchange Warrant, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to holding the Exchange Warrant. (c) Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (17 C.F.R. 230.501(a)). (d) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation of the transactions contemplated hereby. (e) The Holder understands that the Exchange Warrant and the shares of Company common stock underlying the Exchange Warrant (collectively, “Exchange Securities”) 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 Exchange 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 Exchange Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that all certificates representing any of the Exchange Securities will bear restrictive legends and hereby consents to the transfer agent for the Company’s common stock making a notation on its records to implement the restrictions on transfer described herein. The Holder is acquiring the Exchange Securities as principal for investment only and not with the a view to making a “distribution” thereof within the meaning of the Securities Act. (f) The Holder owns and holdsto, beneficially and of recordor for, the entire rightresale, title, and interest in and to the Warrants, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects distribution or other encumbrances other than restrictions under the Securities Act and other applicable federal and state securities laws. Holder has notfractionalization thereof, in whole or in part, (x) assignedand, transferredin particular, hypothecated, pledged it has no intention to distribute either directly or otherwise disposed indirectly any of the Warrants 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 the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the 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; (e) the Holder has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the 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 this Agreement and the Questionnaires, 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; (h) 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 has been made to list 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, along with an executed copy of this Agreement: (i) a fully completed and executed copy of the Questionnaires, and (ii) such other supporting documentation that the Company or its rights in or legal counsel may request to the Warrants, or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Warrants which would limit establish the Holder’s power to transfer qualification as a qualified investor. 7.2 In this Agreement, the Warrants hereunder. Holder has term "U.S. Person" shall have the sole meaning ascribed thereto in Regulation S promulgated under the 1933 Act and unencumbered right and power to transfer and dispose for the purpose of the Warrants, and Agreement includes any person in the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, free and clear of all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances. No event of default has been declared by the Holder under the Warrants and no event of default exists or is continuing with respect to the WarrantsUnited States.

Representations, Warranties and Covenants of the Holder. The Holder hereby represents and warrants to and covenants and agrees withthe Company as follows: 5.1 If the Holder is an entity, the Holder is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder. If the Holder is an individual, the Holder is legally competent and has the legal capacity to enter into this Agreement and to perform his or her obligations hereunder. 5.2 The execution, delivery and performance by the Holder of this Agreement have been duly authorized and this Agreement constitutes the valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally. 5.3 All investment representations and warranties previously made by the Holder to the Company that:in connection with the Holder’s acquisition of the Warrants are hereby confirmed with respect to the Warrants and the Exchange Shares. 5.4 The Holder owns the Holder’s Warrants beneficially and of 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 (acollectively, “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 (ii) 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 any 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, 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 Exchange Warrant being issued representations and warranties of the Company contained herein. 5.7 The Holder understands that nothing in this Agreement or any other materials presented to the Holder in connection with the Exchange are intended to be exempt from the registration requirement exchange of the Securities Act pursuant to one Warrants and issuance and acquisition of the Exchange Shares constitutes legal, tax or more exemptions thereunder; (b) 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 financial ability Exchange Shares. With respect to bear such matters, the economic risk Holder relies solely on such advisors and not on any statements or representations of the Company or any of its effectuating the Exchange and holding the Exchange Warrantagents, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to holding the Exchange Warrant. (c) Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (17 C.F.R. 230.501(a)). (d) The Holder is not subject to written or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation of the transactions contemplated hereby. (e) oral. The Holder understands that it (and not the Exchange Warrant and Company) shall be responsible for its own tax liability that may arise as a result of this investment or the shares of Company common stock underlying transactions contemplated by this Agreement. 5.8 For thirty (30) trading days following the Exchange Warrant (collectively, “Exchange Securities”) 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 closing of the Exchange Securities can be sold or transferred unless they are first registered under Exchange, 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 Exchange Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that all certificates representing any shall not sell more than 10.0% of the Exchange Securities will bear restrictive legends and hereby consents to trading volume of the transfer agent Common Stock as reported by Bloomberg, LP for the Company’s common stock making a notation applicable date of determination through open market sales through the Nasdaq Capital Market on its records to implement any trading day in which the restrictions on transfer described herein. The Holder Nasdaq Capital Market is acquiring the Exchange Securities open for investment and not with the view to making a “distribution” thereof within the meaning of the Securities Acttrading. (f) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances other than restrictions under the Securities Act and other applicable federal and state securities laws. Holder has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrants or its rights in or to the Warrants, or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Warrants which would limit the Holder’s power to transfer the Warrants hereunder. Holder has the sole and unencumbered right and power to transfer and dispose of the Warrants, and the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, free and clear of all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances. No event of default has been declared by the Holder under the Warrants and no event of default exists or is continuing with respect to the Warrants.

Representations, Warranties and Covenants of the Holder. The Holder represents hereby makes the following representations and warrants warranties to the Company, and covenants and agrees with, for the Company that:benefit of the Company. (a) This Agreement has been duly authorized, validly executed and delivered by the Holder acknowledges that and is a valid and binding agreement and obligation of the Exchange 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 Exchange Warrant being issued Holder has the power and authority to the 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 additional consideration in connection with the Exchange are intended to be exempt from the registration requirement issuance of the Securities Act pursuant to one or more exemptions thereunder; (b) Holder has the financial ability to bear the economic risk of its effectuating the Exchange and holding the Exchange Warrant, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to holding the Exchange WarrantNew Note. (c) Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (17 C.F.R. 230.501(a)). (d) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation of the transactions contemplated hereby. (e) The Holder understands that the Exchange Warrant New Note is being offered and the shares sold in reliance on specific provisions of Company common stock underlying the Exchange Warrant (collectively, “Exchange Securities”) are “restricted securities,” as that term is defined in the Securities Act federal and the rules thereunder, have not been registered under the Securities Act, state securities laws and that none the Company is relying upon the truth and accuracy of the Exchange Securities can be sold or transferred unless they are first registered under representations, warranties, agreements, acknowledgments and understandings of the Securities Act and such state and other securities laws as may be applicable or an exemption Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act is available of 1933, as amended (the “Securities Act”), and then the Exchange Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that all certificates representing any of the Exchange Securities will bear restrictive legends and hereby consents to the transfer agent for the Company’s common stock making a notation on its records to implement the restrictions on transfer described herein. The Holder is acquiring the Exchange Securities for investment and not with the view to making a “distribution” thereof within the meaning of the Securities Act. (fd) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants, Note free and clear of any all rights and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or other encumbrances Encumbrances (as defined below) other than restrictions under the Securities Act and other applicable federal and state securities laws. The Holder has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrants or its rights in or to the Warrants, or (y) given any person or entity any transfer order, full power of attorney or other and authority of any nature whatsoever with respect to the Warrants which would limit the Holder’s power to transfer the Warrants hereunder. Holder has the sole and unencumbered right and power to transfer and dispose of the Warrants, and the Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to Holder at the Exchange Closing, with respect to the Warrants, other than the issuance to the Holder of the Exchange Warrants. Upon delivery of the Warrants to the Company for cancellation, the Company will receive good and marketable title to the Warrants, 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 pledgesor any of portion of the Note. “Encumbrances” shall mean any security or other property interest or right, liensclaim, lien, pledge, option, charge, security interestsinterest, mortgagecontingent or conditional sale, claims, charges, restrictions, options, title defects or other encumbrances. No event title claim or retention agreement interest or other right or claim of default has been declared 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 Holder under foregoing in the Warrants and no event of default exists or is continuing with respect to the Warrantsfuture.