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

Representations, Warranties and Covenants of the Investors. Each Investor severally (as to itself and not the other Investor) acknowledges, represents and warrants to, and agrees with, the Company that: 5.1 Such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the Shares and the Warrants set forth on the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and the representations and warranties set forth herein and in the Warrant. (a) Such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 5.3 Such Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limited. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor severally (as to itself and not the other Investor) acknowledges, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing an investment decision like such as that involved in the purchase of the SecuritiesShares and has requested, including investments received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities issued laws and has not been reviewed by the Company Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares set forth on its signature page hereto for its own account for investment only and investments with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in comparable companiescompliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (bv) such Investor has answered all questions on completed or caused to be completed the Signature Page and the Investor Questionnaire Stock Certificate Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and hereof; (cvi) such Investor has, in connection with its decision to purchase the number of Shares and the Warrants set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information Documents and the representations and warranties set forth herein of the Company contained herein; (vii) such Investor has had an opportunity to discuss this investment with representatives of the Company and in ask questions of them and such questions have been answered to the Warrantfull satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 5.2 Each Investor hereby covenants with the Company not to make any sale of the Registrable Shares (aas hereinafter defined) Such without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 Each Investor further represents and warrants to, and covenants with, the Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) if such Investor is an entity, such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (biii) if such Investor is an entity, the execution, delivery and performance of this Agreement constitutes by such Investor and the consummation by such Investor of the transactions contemplated by this Agreement will not violate any provision of the organizational documents of such Investor or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which such Investor is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to such Investor, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of such Investor for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of (vi) there is not in effect any rights to indemnification order enjoining or contribution that may be violative restraining such Investor from entering into or engaging in any of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)transactions contemplated by this Agreement. 5.3 Such 5.4 Each Investor understands recognizes that nothing an investment in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legalCommon Stock issuable upon conversion of the Shares is speculative and involves a high degree of risk, tax including a risk of total loss of such Investor's investment. 5.5 All of the information provided to the Company or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary agents or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered representatives concerning each Investor's suitability to invest in the OfferingCompany and the representations and warranties of such Investor contained herein, are complete, true and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing correct as of the Warrants on any securities exchange or other trading marketdate hereof. Such Investor understands that without the Company is relying on the statements contained herein to establish an active market, the liquidity of the Warrants will be limitedexemption from registration under federal and state securities laws. 5.4 Since December 15.6 The addresses set forth in the Investor's signature page hereto is the Investor's true and correct domicile. 5.7 Each Investor covenants to provide the Company an updated, 2015, representing the date accurate and complete plan of distribution at all times during which the Company first contacted such is required to keep the Registration Statement in effect. 5.8 Each Investor about the Offering, such Investor has not disclosed understands and agrees that each certificate or other document evidencing any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and any shares of Common Stock issued upon conversion of the Warrants Shares shall be endorsed with the legend in substantially the form set forth below as contemplated herebywell as any other legends required by applicable law, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed such Investor covenants that such transactions Investor shall be publicly disclosed no later than one business day following not transfer the execution of this Agreement Shares or Common Stock represented by all parties hereto). Such Investor agrees that it will not use any of such certificate without complying with the Securities acquired pursuant to this Agreement to cover any short position restrictions on transfer described in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereoflegends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” AS AMENDED (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis"SECURITIES ACT"), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokersOR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (ais an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (bii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and Agreement for use in preparation of the Investor Questionnaire Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date date of each Closing; and (cv) the Investor has, in connection with its decision to purchase the Shares and the Warrants Units set forth on in Annex I to the Signature PageAgreement, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and Exchange Act Documents, the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units. 5.2 Each Investor, severally and not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Units, or possession or distribution of offering materials in connection with the issue of the Units, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Units or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor, severally and not jointly, hereby covenants with the Company not to make any sale of the Units or the underlying Common Stock or Warrants without complying with the provisions of this Agreement, including Section 7.2 hereof and all securities laws, and the Investor acknowledges that the certificates evidencing the Common Stock and the Warrants will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (i) the Registration Statement becoming effective and (ii) Rule 144(k) becoming available, the Investors shall be entitled to exchange their certificates representing the Common Stock and Warrants for certificates that do not contain any restrictive legend. Each Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the prospectus forming a part of the Registration Statement, as set forth herein and in the WarrantSection 7.2(c). 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (ai) Such the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the execution and delivery of this Agreement, the purchase of the Units under the Agreement, the fulfillment of the terms of the Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default (with the passage of time or otherwise) under the charter, bylaws or other organizational documents of the Investor, and (biii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying restricted Units acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 5.3 Such 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Shares and the Warrants Units constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares Units. 5.7 Except as disclosed in the Disclosure Schedule, the Investors have not dealt with any broker or finder in connection with the transactions contemplated by the Agreement, and Warrants. Such the Investors have not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with the transactions contemplated by the Agreement. 5.8 Investor also understands is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 5.9 Each Investor has independently evaluated the merits of its decision to purchase Units, such decision has been independently made by such Investor and such Investor confirms that there is no established public trading market for it has only relied on the Warrants being offered advice of its own business and/or legal counsel and not on the advice of the Company’s or any other Investor’s business and/or legal counsel in making such decision. 5.10 Each Investor acknowledges that certain officers and directors of the Company may purchase Units in the Offering, and that with the Company does not expect purchase price therefore being paid through the cancellation of deferred compensation owed to such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange officers or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limiteddirectors. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (ais an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesShares and Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares and Warrant; (bii) the Investor is acquiring the Shares and Warrant set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrant and Shares issuable upon exercise of such Warrant or any arrangement or understanding with any other persons regarding the distribution of such Shares Warrant and Shares issuable upon exercise of such Warrant or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, the Warrant or Shares issuable upon exercise of the Warrant except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and Agreement for use in preparation of the Investor Questionnaire Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date Date; and (cv) the Investor has, in connection with its decision to purchase the Shares and the Warrants Warrant set forth on in Annex I to the Signature PageAgreement, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and Exchange Act Documents, the representations and warranties set forth of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Shares and Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Shares and Warrant purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Shares and the Shares issuable upon exercise of the Warrant or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Shares and Warrant. 5.2 Each Investor, severally and not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares and Warrant, or possession or distribution of offering materials in connection with the issue of the Shares and Warrant, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor, severally and not jointly, hereby covenants with the Company not to make any sale of the Shares, the Warrant or Shares issuable upon exercise of the Warrant without complying with the provisions of this Agreement, including Section 7.2 hereof, and if selling pursuant to the Registration Statement, without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares and Warrant will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (ai) Such the Registration Statement becoming effective and (ii) Rule 144(k) becoming available, the Investors shall be entitled to exchange their certificates representing the Shares and Warrant for certificates that do not contain any restrictive legend. Each Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the prospectus forming a part of the Registration Statement, as set forth in Section 7.2(c). 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying restricted Shares acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company in violation of applicable securities law, rule or regulation)laws. 5.3 Such 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Shares and the Warrants Warrant constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limitedShares. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. (a) Each Investor severally (as to itself and not the other Investor) acknowledges, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities shares representing an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company Company, and investments has requested, received, reviewed and considered all information it deems relevant in comparable companiesmaking an informed decision to purchase the Shares; (ii) such Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act; (iii) such Investor will not directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (bor solicit any offers to buy, purchase or otherwise acquire or take a pledge of) has answered all questions on any of the Signature Page Shares except in compliance with the Securities Act and the Rules and Regulations thereunder; (iv) such Investor has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date effective date of the Registration Statement; and (v) such Investor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (b) Each Investor hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act, and each Investor acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Investors, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and the Rules and Regulations and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. Each Investor acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by the Company and any such amendment to the Registration Statement is declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Investor hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Investors written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Investors written notice that the Investors may thereafter effect sales pursuant to said prospectus. Each Investor further covenants to notify the Company promptly of the sale of all of its Shares. (c) in connection with its decision to purchase Each Investor further represents and warrants to, and covenants with, the Shares and the Warrants set forth on the Signature Page, has received Company that (or had full access toi) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and the representations and warranties set forth herein and in the Warrant. (a) Such such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action action, obtained all necessary consents and has satisfied or will satisfy all notification and filing requirements necessary to authorize the execution, delivery and performance of this AgreementAgreement by such Investor, and (bii) upon the execution and delivery of this Agreement, this Agreement constitutes shall constitute a legal, valid and binding obligation of such Investor Investor, enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors in Section 7.3 hereof may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 5.3 Such Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limited. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor severally (as to itself and not the other Investor) acknowledges, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing an investment decision like such as that involved in the purchase of the Securities and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including investments including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities issued laws and has not been reviewed by the Company Commission or any state regulatory authority; (iii) such Investor is acquiring the Securities set forth on its signature page hereto for its own account for investment only and investments with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in comparable companiescompliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (bv) such Investor has answered all questions on completed or caused to be completed the Signature Page and the Investor Questionnaire Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and hereof; (cvi) such Investor has, in connection with its decision to purchase the Shares and the Warrants number of Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information Documents and the representations and warranties set forth herein of the Company contained herein; (vii) such Investor has had an opportunity to discuss this investment with representatives of the Company and in ask questions of them and such questions have been answered to the Warrantfull satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 5.2 Each Investor hereby covenants with the Company not to make any sale of the Registrable Shares (aas hereinafter defined) Such without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 Each Investor further represents and warrants to, and covenants with, the Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) if such Investor is an entity, such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (biii) the execution, delivery and performance of this Agreement constitutes by such Investor and the consummation by such Investor of the transactions contemplated by this Agreement will not (A) if such Investor is an entity, violate any provision of the organizational documents of such Investor or (B) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which such Investor is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to such Investor, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of such Investor for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as (vi) there is not in effect any order enjoining or restraining such Investor from entering into or engaging in any of the transactions contemplated by this Agreement. 5.4 Each Investor recognizes that an investment in the Securities, the Series A Preferred Stock issuable upon conversion of the Notes and the Common Stock issuable pursuant to the enforceability of any rights to indemnification Securities or contribution that may be violative upon conversion of the public policy underlying any lawSeries A Preferred Stock issuable upon conversion of the Notes is speculative and involves a high degree of risk, rule or regulation (including any federal or state securities law, rule or regulation)a risk of total loss of such Investor's investment. 5.3 Such Investor understands that nothing in this Agreement, 5.5 All of the Prospectus, the Disclosure Package, the Offering Information or any other materials presented information provided to the Company or its agents or representatives concerning each Investor's suitability to invest in the Company and the representations and warranties of such Investor in connection with the purchase contained herein, are complete, true and sale correct as of the Shares and the Warrants constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading marketdate hereof. Such Investor understands that without the Company is relying on the statements contained herein to establish an active market, the liquidity of the Warrants will be limitedexemption from registration under federal and state securities laws. 5.4 Since December 15.6 The addresses set forth in the Investor's signature page hereto is the Investor's true and correct domicile. 5.7 Each Investor covenants to provide the Company an updated, 2015, representing the date accurate and complete plan of distribution at all times during which the Company first contacted is required to keep in effect any Registration Statement covering any Registrable Shares held by such Investors. 5.8 Each Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting understands and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use each Note, each Warrant and each certificate or other document evidencing any of the Securities acquired or any shares of Common Stock or Series A Preferred Stock issued pursuant to this Agreement to cover or upon conversion or exercise of the Securities, or upon conversion of any short position Series A Preferred Stock issuable upon conversion of the Notes, shall be endorsed with the legend in substantially the form set forth below as well as any other legends required by applicable law, and such Investor covenants that such Investor shall not transfer any Note, any Warrant or any shares of Series A Preferred Stock or Common Stock represented by any such certificate or other document without complying with the restrictions on transfer described in the Common Stock if doing so would be in violation legends endorsed on such certificate: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. 5.9 Each Investor understands and agrees that the rights and obligations of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated the Company and the such Investor under Regulation SHO under such Investor's Note are subject to the Exchange Act, whether or not against provisions of the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” Subordination Agreement (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basisbelow), as more fully described in Section 4(i) of the form of Note attached hereto as EXHIBIT A, and sales that each Note shall be endorsed with a legend substantially to such effect. As used herein, the term "Subordination Agreement" shall mean the subordination agreement dated on or about the Closing Date entered into by and other transactions through non-U.S. broker dealers among the Borrower, The Royal Bank of Scotland plc, as security trustee, and the Bridge Note Holders (as defined therein), as amended, varied, supplemented, restated or foreign regulated brokersnovated from time to time.

Representations, Warranties and Covenants of the Investors. Each Investor severally (as to itself and not the other Investor) acknowledges, represents and warrants to, and agrees with, the Company that: 5.1 Such Investor (a) is knowledgeableAt the time the Investor was offered the Shares, sophisticated and experienced in makingit was, and is qualified to make decisions with respect to, investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act or (iii) a trust or other entity for which Xxxxxx X. Xxxxxx serves as trustee, investment advisor or manager and, in such capacity, has sole voting and will dispositive power over the Shares to be true purchased by such trust or other entity. (b) It has had the opportunity to review the Subscription Agreement (including all exhibits and correct schedules thereto) and the Company’s filings with the Commission and has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Closing Date Company concerning the terms and conditions of the offering of the Shares. (i) If the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense and (cii) no agent of the Company has been authorized to make and no such agent has made any representation, disclosure or use of any information in connection with its decision to the issue, placement, purchase and sale of the Shares and the Warrants Shares, except as set forth on the Signature Page, has received (in or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and the representations and warranties set forth herein and in the WarrantBase Prospectus or the Prospectus Supplement or as otherwise contemplated by this Subscription Agreement. (ad) Such (i) The Investor has full right, power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement, and (bii) this Subscription Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting relating to enforcement of creditors’ and contracting parties’ rights generally and except as enforceability may be subject to by general principles of equity and (regardless of whether such enforceability is considered in a proceeding in equity or at lawb) and except as to the enforceability of extent any rights to indemnification or contribution that provisions contained therein may further be violative limited by applicable laws and principles of public policy. (e) The Shares to be purchased by the Investor hereunder will be acquired for the Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the public policy underlying Securities Act, and the Investor has no present intention of selling, granting any lawparticipation in, rule or regulation (including otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal or and state securities lawlaws. If the Investor is an affiliate of the Company (within the meaning of Rule 144 promulgated under the Securities Act), rule the Investor acknowledges and understands that the Shares may not be resold by the Investor unless such resale is registered under the Securities Act or regulation)such resale is effected pursuant to a valid exemption from the registration requirements of the Securities Act. 5.3 Such Investor understands that nothing (f) Nothing in this Subscription Agreement, the Prospectus, the Disclosure Package, the Offering Information Package or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limitedShares. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such (g) The Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Investor, disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not or engaged in any purchases or sales of transactions in the securities of the Company (including, without limitationlimitations, any Short Sales short sales (as defined hereinin Rule 200(a) of Regulation SHO) involving the Company’s securities). Such The Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will not engage in any purchases or sales of transactions in the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, short sales) prior to the time that the transactions contemplated by this Subscription Agreement are publicly disclosed disclosed. (it being understood and agreed that h) The Investor’s signature page sets forth all securities of the Company held or beneficially owned by such transactions shall be publicly disclosed no later than one business day following Investor as of the execution of this Agreement by all parties hereto)date hereof. Such Investor agrees that it will does not use hold or beneficially own any other securities of the Securities acquired pursuant to this Agreement to cover any short position in Company, except as indicated on the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokerssignature page hereto.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (ais an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (bii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and the Investor Questionnaire Agreement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date date of each Closing; and (cv) the Investor has, in connection with its decision to purchase the Shares and the Warrants Units set forth on in Annex I to the Signature PageAgreement, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents Exchange Act Documents (which are incorporated herein by reference therein and the Offering Information and which Investor acknowledges it has reviewed), the representations and warranties set forth of the Company contained herein and the Disclosure Schedules. Each Investor understands its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the WarrantUnits. 5.2 Each Investor, severally and not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Units, or possession or distribution of offering materials in connection with the issue of the Units, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Units or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor, severally and not jointly, hereby covenants with the Company not to make any sale of the Units, the Preferred Stock, the Warrants or the Common Stock underlying either of the Preferred Stock or Warrants without complying with the provisions of this Agreement and all securities laws, and the Investor acknowledges that the certificates evidencing the Preferred Stock and the Warrants will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (ai) Such a registration statement covering Common Stock underlying the Preferred Stock and Warrants becoming effective and (ii) Rule 144 becoming available, the Investors shall be entitled to exchange their certificates representing the Common Stock and Warrants for certificates that do not contain any restrictive legend. 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the execution and delivery of this Agreement, the purchase of the Units under the Agreement, the fulfillment of the terms of the Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default (with the passage of time or otherwise) under the charter, bylaws or other organizational documents of the Investor, and (biii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy restricted Preferred Stock, Warrants or underlying Common Stock acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 5.3 Such 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Shares and the Warrants Units constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares Units. 5.7 Except as disclosed in the Disclosure Schedule, the Investors have not dealt with any broker or finder in connection with the transactions contemplated by the Agreement, and Warrants. Such the Investors have not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with the transactions contemplated by the Agreement. 5.8 Investor also understands is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 5.9 Each Investor has independently evaluated the merits of its decision to purchase Units, such decision has been independently made by such Investor and such Investor confirms that there is no established public trading market for it has only relied on the Warrants being offered advice of its own business and/or legal counsel and not on the advice of the Company’s or any other Investor’s business and/or legal counsel in making such decision. 5.10 Each Investor acknowledges that certain officers and directors of the Company may purchase Units in the Offering, and that with the Company does not expect purchase price therefore being paid through the cancellation of deferred compensation owed to such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange officers or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limiteddirectors. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (ais an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (bii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or the Securities or any arrangement or understanding with any other persons regarding the distribution of such Units or the Securities, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units or the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and the Investor Questionnaire Agreement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date date of each Closing; and (cv) the Investor has, in connection with its decision to purchase the Shares and the Warrants Units set forth on in Annex I to the Signature PageAgreement, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents Exchange Act Documents (which are incorporated herein by reference therein and the Offering Information and which Investor acknowledges it has reviewed), the representations and warranties set forth of the Company contained herein and the Disclosure Schedules. Each Investor understands its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the WarrantUnits. 5.2 Each Investor, severally and not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Units, or possession or distribution of offering materials in connection with the issue of the Units, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Units or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor, severally and not jointly, hereby covenants with the Company not to make any sale of the Units, the Preferred Stock, the Warrants or the Common Stock underlying either of the Preferred Stock or Warrants without complying with the provisions of this Agreement and all securities laws, and the Investor acknowledges that the certificates evidencing the Preferred Stock and the Warrants and the Common Stock underlying the Preferred Stock and the Warrants will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (ai) Such a registration statement covering Common Stock underlying the Preferred Stock and Warrants becoming effective and (ii) Rule 144 becoming available, the Investors shall be entitled to exchange their certificates representing the Common Stock and Warrants for certificates that do not contain any restrictive legend. 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the execution and delivery of this Agreement, the purchase of the Units under the Agreement, the fulfillment of the terms of the Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default (with the passage of time or otherwise) under the charter, bylaws or other organizational documents of the Investor, and (biii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy restricted Preferred Stock, Warrants or underlying Common Stock acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 5.3 Such 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Shares and the Warrants Units constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares Units. 5.7 Except as disclosed in the Disclosure Schedule, the Investors have not dealt with any broker or finder in connection with the transactions contemplated by the Agreement, and Warrants. Such the Investors have not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with the transactions contemplated by the Agreement. 5.8 Investor also understands is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 5.9 Each Investor has independently evaluated the merits of its decision to purchase Units, such decision has been independently made by such Investor and such Investor confirms that there is no established public trading market for it has only relied on the Warrants being offered advice of its own business and/or legal counsel and not on the advice of the Company’s or any other Investor’s business and/or legal counsel in making such decision. 5.10 Each Investor acknowledges that certain officers and directors of the Company may purchase Units in the Offering, and that with the Company does not expect purchase price therefore being paid through the cancellation of deferred compensation owed to such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange officers or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limiteddirectors. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledges, jointly represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (a) is an “accredited investor” as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the Shares set forth in Section 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and subject to any updates or changes made by Investor (which Investor may provide at any time) will be true true, correct and correct complete as of the Closing Date and the Filing Date; (cv) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Shares and the Warrants set forth on in Section 3 of the Signature Page, has received (or had full access to) and is relying Securities Purchase Agreement relied only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information SEC Documents and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. 5.2 Each Investor acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares or possession or distribution of offering materials in connection with the issue of the Shares in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied (whether by delivery of the Prospectus or pursuant to and in compliance with an exemption from such requirement), and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth herein and in the WarrantSection 7.2(c). 5.4 Each Investor severally and not jointly further represents to the Company that (ai) Such such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and generally, except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Between the time the Investor learned about the Offering and the public announcement of the Offering, Investor has not engaged in any short sales or similar transactions with respect to the enforceability of Common Stock, nor has the Investor, directly or indirectly, caused any rights person to indemnification engage in any short sales or contribution that may be violative similar transactions with respect to the Common Stock. Without limiting the foregoing, Investor will not use any of the public policy underlying Shares acquired pursuant to this Agreement to cover any law, rule or regulation (including any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws and will otherwise comply with federal or state securities law, rule or regulation)laws in the holding and sale of the Shares. 5.3 Such 5.6 Each Investor understands that nothing in the SEC Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limitedShares. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (ais an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (bii) the Investor is acquiring the Units set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and Agreement for use in preparation of the Investor Questionnaire Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date date of each Closing; and (cv) the Investor has, in connection with its decision to purchase the Shares and the Warrants Units set forth on in Annex I to the Signature PageAgreement, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents Exchange Act Documents (which are incorporated herein by reference therein and the Offering Information and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Units purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Units or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Units. 5.2 Each Investor, severally and not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Units, or possession or distribution of offering materials in connection with the issue of the Units, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Units or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor, severally and not jointly, hereby covenants with the Company not to make any sale of the Units, the Preferred Stock, the Warrants or the Common Stock underlying either of the Preferred Stock or Warrants without complying with the provisions of this Agreement, including Section 7.2 hereof and all securities laws, and the Investor acknowledges that the certificates evidencing the Preferred Stock and the Warrants will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (i) the Registration Statement becoming effective and (ii) Rule 144(k) becoming available, the Investors shall be entitled to exchange their certificates representing the Common Stock and Warrants for certificates that do not contain any restrictive legend. Each Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the prospectus forming a part of the Registration Statement, as set forth herein and in the WarrantSection 7.2(c). 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (ai) Such the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the execution and delivery of this Agreement, the purchase of the Units under the Agreement, the fulfillment of the terms of the Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default (with the passage of time or otherwise) under the charter, bylaws or other organizational documents of the Investor, and (biii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying restricted Units acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 5.3 Such 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Shares and the Warrants Units constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares Units. 5.7 Except as disclosed in the Disclosure Schedule, the Investors have not dealt with any broker or finder in connection with the transactions contemplated by the Agreement, and Warrants. Such the Investors have not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with the transactions contemplated by the Agreement. 5.8 Investor also understands is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 5.9 Each Investor has independently evaluated the merits of its decision to purchase Units, such decision has been independently made by such Investor and such Investor confirms that there is no established public trading market for it has only relied on the Warrants being offered advice of its own business and/or legal counsel and not on the advice of the Company’s or any other Investor’s business and/or legal counsel in making such decision. 5.10 Each Investor acknowledges that certain officers and directors of the Company may purchase Units in the Offering, and that with the Company does not expect purchase price therefore being paid through the cancellation of deferred compensation owed to such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange officers or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limiteddirectors. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor severally (as to itself and not the other Investor) acknowledges, individually represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesShares and Warrants, including investments in securities Shares and Warrants issued by the Company and investments in comparable companies, (b) and has answered requested, received, reviewed and considered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) information it deemed relevant in connection with its making an informed decision to purchase the Shares and Warrants; (ii) such Investor would be able to bear the economic risks of and an entire loss of its investment in the Shares and Warrants; (iii) such Investor is acquiring the number of Shares and Warrants set forth on Exhibit A hereto in the Signature Pageordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and Warrants or any arrangement or understanding with any other persons regarding the distribution of such Shares and Warrants (this representation and warranty not limiting such Investor’s right to sell the Shares and Warrants pursuant to the Registration Statements or otherwise in compliance with applicable federal and state securities laws); (iv) such Investor will not, has received directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or had full access tosolicit any offers to buy, purchase or otherwise acquire or take a pledge of) and is relying only upon any of the Disclosure Package Shares or Warrants except in compliance with the Securities Act, applicable state securities laws and the documents incorporated by reference therein respective rules and regulations promulgated thereunder; and (v) such Investor, after giving effect to the Offering Information and transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the representations and warranties set forth herein and in Exchange Act), be the Warrantbeneficial owner of 19.9% or more of the Company’s outstanding Common Stock. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor individually acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares or Warrants, or possession or distribution of offering materials in connection with the issuance of the Shares or Warrants, in any jurisdiction outside the United States where action for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or Warrants or has in its possession or distributes any offering material, in all cases at its own expense. No one other than the Company is authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares and Warrants. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares or Warrants without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of a Prospectus forming a part of any Registration Statement until such time as an amendment to such Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus. 5.4 Each Investor further represents and warrants to, and covenants with, the Company that (ai) Such such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and except as may be limited by laws governing specific performance, injunctive relief and other equitable remedies, and except as the indemnification and contribution provisions may be limited by applicable law. 5.5 Each Investor agrees that it will not, prior to the enforceability effectiveness of the Initial Registration Statement (as defined in Section 7.1(a)), sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Shares, Warrants or Warrant Shares purchased in the Offering, nor will such Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of the Shares, Warrants or Warrant Shares purchased in the Offering by such Investor or any other person or entity, except as permitted by the Securities Act and the Exchange Act. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification the Shares, Warrants or contribution that may be violative of Warrant Shares purchased in the public policy underlying any lawOffering, rule or regulation (including any federal or state securities law, rule or regulation)except as permitted by the Securities Act and the Exchange Act. 5.3 Such 5.6 Each Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the such Investor in connection with the purchase and sale of the Shares and the or Warrants constitutes legal, tax or investment advice. Such Each Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limited. 5.4 Since December 1, 2015, representing 5.7 Each Investor represents and warrants that at the date at which the Company first contacted time such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of was offered the Shares and Warrants, it was, and at the Warrants as contemplated herebydate hereof it is, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (and on each date on which it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that exercises any Warrants, it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, either: (i) an “Short Sales” include, without limitation, all “short salesaccredited investor” as defined in Rule 200 promulgated under Regulation SHO 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Exchange Act, whether Securities Act or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, (ii) a “put equivalent positionsqualified institutional buyer” (as defined in Rule 16a-1(h144A(a) under the Exchange Securities Act) . 5.8 Each Investor understands and similar arrangements agrees that all certificates evidencing the Shares to be issued to such Investor may bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (including on a total return basisTHE “ACT”), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokersOR UNDER THE SECURITIES LAWS OF ANY STATE AND ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER THE ACT UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND IS IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES MAY REQUEST A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER.

Representations, Warranties and Covenants of the Investors. Each Investor of the Investors, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such 4.1 (i) the Investor (ais an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) has answered all questions on the Signature Page Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the Investor Questionnaire respective rules and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date regulations promulgated thereunder; and (civ) the Investor has, in connection with its decision to purchase the Shares and the Warrants set forth on the Signature Pagehereunder, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information Exchange Act Documents and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Shares purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Shares or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Shares. 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 4.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 6.2 hereof, and if selling pursuant to the Registration Statement, without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth herein and in the WarrantSection 6.2(c). 4.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) Such the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 4.5 The Investor will not use any of the public policy underlying Shares acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 5.3 Such 4.6 The Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limitedShares. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledges, jointly represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing an investment decision like such as that involved in the purchase of the Securities and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including investments including, without limitation, the information contained in the Information Documents; (ii) such Investor acknowledges that the offering of the Securities pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities issued laws and has not been reviewed by the Company Commission or any state regulatory authority; (iii) such Investor is acquiring the Securities set forth on its signature page hereto for its own account for investment only and investments with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iv) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in comparable companiescompliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (bv) such Investor has answered all questions on completed or caused to be completed the Signature Page and the Investor Questionnaire Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and hereof; (cvi) such Investor has, in connection with its decision to purchase the Shares and the Warrants number of Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information Documents and the representations and warranties set forth herein of the Company contained herein; and in (vii) such Investor has had an opportunity to discuss this investment with representatives of the WarrantCompany and ask questions of them and such questions have been answered to the full satisfaction of such Investor. 5.2 Each Investor hereby covenants with the Company not to make any sale of the Registrable Shares (aas hereinafter defined) Such without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 Each Investor further represents and warrants to, and covenants with, the Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) if such Investor is an entity, such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (biii) the execution, delivery and performance of this Agreement constitutes by such Investor and the consummation by such Investor of the transactions contemplated by this Agreement will not (A) if such Investor is an entity, violate any provision of the organizational documents of such Investor or (B) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which such Investor is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to such Investor, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of such Investor for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as (vi) there is not in effect any order enjoining or restraining such Investor from entering into or engaging in any of the transactions contemplated by this Agreement. 5.4 Each Investor recognizes that an investment in the Securities and the Warrant Shares and, if applicable, the Note Shares is speculative and involves a high degree of risk, including a risk of total loss of such Investor's investment. 5.5 All of the information provided to the enforceability Company or its agents or representatives by such Investor concerning such Investor's suitability to invest in the Company and the representations and warranties of any rights to indemnification or contribution that may be violative such Investor contained herein, are complete, true and correct as of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 5.3 Such Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading marketdate hereof. Such Investor understands that without the Company is relying on the statements contained herein to establish an active market, the liquidity of the Warrants will be limitedexemption from registration under federal and state securities laws. 5.4 Since December 15.6 The address set forth on the Investor's signature page hereto is the Investor's true and correct domicile. 5.7 Each Investor covenants to provide the Company an updated, 2015, representing the date accurate and complete plan of distribution at all times during which the Company first contacted is required to keep in effect any Registration Statement covering any Registrable Shares held by such Investors. 5.8 Each Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting understands and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use each Note, each Warrant and each certificate or other document evidencing any of the Securities acquired pursuant to this Agreement to cover or any short position Warrant Shares, or if applicable, Note Shares shall be endorsed with a legend in substantially the form set forth below as well as any other legends required by applicable law, and such Investor covenants that such Investor shall not transfer any Note, any Warrant or any shares of Common Stock represented by any such certificate or other document without complying with the restrictions on transfer described in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereoflegends endorsed on such certificate: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” AS AMENDED (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis"SECURITIES ACT"), and sales and other transactions through nonOR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. [FOR THE NOTES ONLY] THIS SUBORDINATED PROMISSORY NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). THE TREASURER OF THE BORROWER, WHO CAN BE REACHED AT THE ADDRESS OF THE BORROWER PROVIDED IN SECTION 10 HEREOF, TEL. NO. (000) 000-U.S. broker dealers or foreign regulated brokers0000, WILL MAKE AVAILABLE TO THE HOLDER, HEREOF, UPON REQUEST THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledgesjointly, represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) the Investor (ais an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities representing shares presenting an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the Shares set forth in Annex I to the Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and Agreement for use in preparation of the Investor Questionnaire Registration Statement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date Date; and (cv) the Investor has, in connection with its decision to purchase the Shares and the Warrants set forth on in Annex I to the Signature PageAgreement, has received (or had full access to) and is relying relied only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and Exchange Act Documents, the representations and warranties of the Company contained herein and the Disclosure Schedules. Each Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor understands that the Shares purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Shares or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Shares. 5.2 Each Investor, severally and not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor, severally and not jointly, hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 7.2 hereof, and if selling pursuant to the Registration Statement, without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (i) the Registration Statement becoming effective and (ii) Rule 144(k) becoming available, the Investors shall be entitled to exchange their certificates representing the Shares for certificates that do not contain any restrictive legend. Each Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the prospectus forming a part of the Registration Statement, as set forth herein and in the WarrantSection 7.2(c). 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (ai) Such the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of such the Investor enforceable against such the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying restricted Shares acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 5.3 Such 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading market. Such Investor understands that without an active market, the liquidity of the Warrants will be limitedShares. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor Investor, severally (as to itself and not the other Investor) acknowledges, jointly represents and warrants to, and agrees covenants with, the Company that: 5.1 Such : (i) such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities representing an investment decision like such as that involved in the purchase of the Securities and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Securities, including investments including, without limitation, the information contained in securities issued the Information Documents; (ii) such Investor is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company Company; (iii) such Investor acknowledges that the offering of the Securities pursuant to this Agreement is being made without registration under the Securities Act and investments applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iv) such Investor is acquiring the Securities set forth on its signature page hereto for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (v) such Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in comparable companiescompliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (bvi) such Investor has answered all questions on completed or caused to be completed the Signature Page and the Investor Questionnaire Securities Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and hereof; (cvii) such Investor has, in connection with its decision to purchase the Shares and the Warrants number of Securities set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information Documents and the representations and warranties set forth herein of the Company contained herein; and in (viii) such Investor has had an opportunity to discuss this investment with representatives of the WarrantCompany and ask questions of them and such questions have been answered to the full satisfaction of such Investor. 5.2 Each Investor hereby covenants with the Company not to make any sale of the Registrable Shares (aas hereinafter defined) Such without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 Each Investor further represents and warrants to, and covenants with, the Company that (i) such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) if such Investor is an entity, such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (biii) the execution, delivery and performance of this Agreement constitutes by such Investor and the consummation by such Investor of the transactions contemplated by this Agreement will not (A) if such Investor is an entity, violate any provision of the organizational documents of such Investor or (B) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which such Investor is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to such Investor, (iv) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of such Investor for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (v) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as (vi) there is not in effect any order enjoining or restraining such Investor from entering into or engaging in any of the transactions contemplated by this Agreement. 5.4 Each Investor recognizes that an investment in the Securities and the Convertible Shares and, if applicable, the Repayment Shares is speculative and involves a high degree of risk, including a risk of total loss of such Investor's investment. 5.5 All of the information provided to the enforceability Company or its agents or representatives by such Investor concerning such Investor's suitability to invest in the Company and the representations and warranties of any rights to indemnification or contribution that may be violative such Investor contained herein, are complete, true and correct as of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 5.3 Such Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Shares and the Warrants constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange or other trading marketdate hereof. Such Investor understands that without the Company is relying on the statements contained herein to establish an active market, the liquidity of the Warrants will be limitedexemption from registration under federal and state securities laws. 5.4 Since December 15.6 The address set forth on the Investor's signature page hereto is the Investor's true and correct domicile. 5.7 Each Investor covenants to provide the Company an updated, 2015, representing the date accurate and complete plan of distribution at all times during which the Company first contacted is required to keep in effect any Registration Statement covering any Registrable Shares held by such Investors. 5.8 Each Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting understands and other advisors) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that such transactions shall be publicly disclosed no later than one business day following the execution of this Agreement by all parties hereto). Such Investor agrees that it will not use each Subordinated Note, each Convertible Note and each certificate or other document evidencing any of the Securities acquired pursuant to this Agreement to cover or any short position Convertible Shares, or if applicable, Repayment Shares shall be endorsed with a legend in substantially the form set forth below as well as any other legends required by applicable law, and such Investor covenants that such Investor shall not transfer any Subordinated Note, any Convertible Note or any shares of Common Stock represented by any such certificate or other document without complying with the restrictions on transfer described in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereoflegends endorsed on such certificate: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” AS AMENDED (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis"SECURITIES ACT"), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokersOR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.

Representations, Warranties and Covenants of the Investors. Each Investor severally (as to itself and not the other Investor) acknowledgesacknowledges and, represents and warrants to, and agrees with, the Company that: 5.1 Such Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the Shares and the Warrants set forth on the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information and the representations and warranties set forth herein and in the Warrant. (a) Such Investor has full rightacknowledges its understanding and agreement that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being offered in a transaction not involving any public offering within the Unites States within the meaning of the Securities Act, powerthat the Shares have not been registered under the Securities Act or the securities laws of any jurisdiction and, authority and capacity to enter into this Agreement and to consummate unless so registered, may not be sold except as exempt from registration under the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and Securities Act. (b) this Agreement constitutes a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 5.3 Such Investor understands acknowledges its understanding that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase offering and sale of the Shares and is intended to be exempt from registration under the Warrants constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and Warrants. Such Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, Securities Act and that the Company does not expect is relying on the Investors’ representations and warranties in connection with such a market exemption. (c) At the time such Investor was offered the Shares, it was and, as of the date hereof, such Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act (and has executed and delivered to develop. In addition, the Company does not intend to apply for listing its Investor Questionnaire, which the Investor represents and warrants is true, correct and complete) and has a substantive, pre-existing relationship with the Company and the management of the Warrants on Company. (d) Such Investor is acquiring the Shares solely for such Investor’s own beneficial account (and not for the account of others), for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Shares in violation of the Securities Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities exchange laws. (e) Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial or other trading market. business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Investor understands and agrees that without an active marketcertificates or book-entry notations for the Shares shall bear or reflect, as applicable, a legend substantially similar to the liquidity following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AUGUST 19, 2019, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (g) Such Investor did not learn of the Warrants will be limitedinvestment in the Shares as a result of any general solicitation or general advertising. 5.4 Since December 1, 2015, representing the date at which the Company first contacted such Investor about the Offering, such Investor has not disclosed any information regarding the Offering to any third parties (other than its employees or the employees of its affiliates or their respective legal, accounting and other advisorsh) and has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales No Person (as defined hereinbelow) involving the Company’s securities). Such Investor covenants that it will not engage in any purchases or sales have, as a result of the securities of the Company (including Short Sales), other than the purchases of the Shares and the Warrants as contemplated hereby, prior to the time that the transactions contemplated by this Agreement are publicly disclosed (it being understood and agreed that Agreement, any valid right, interest or claim against or upon the Company or such transactions shall be publicly disclosed no later than one business day following Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor. For the execution purposes of this Agreement by all parties hereto). Such Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereofAgreement, “Short SalesPerson” includemeans an individual, without limitationcorporation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Actpartnership, whether limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokersspecifically listed herein.