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

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to and covenants with the Company that: (a) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No-Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 501 of Regulation D promulgated 144A(a)(1) under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that except as required by applicable securities laws, it is prohibited from reproducing or distributing the Private Placement Memorandum, this Purchase Agreement, or any other offering materials, in whole or in part, or divulging or discussing any of their contents. Further, the Purchaser understands and expressly agrees that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering, as well as any other information about the Company received by the Purchaser in connection with this Offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may cause the Company to violate Regulation FD. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that until the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of the certificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser 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 to be satisfied, and the Purchaser 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 Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Company hereby covenants that it will promptly notify the Purchaser of the commencement and ending of such period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable. (j) The Purchaser hereby represents that if the Purchaser is not a United States person (as such term is defined under Regulation S of the Securities Act), the Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser further represents that its subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of its jurisdiction.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser acknowledges that the Shares have not been registered under the Securities Act or any state securities law and may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing or upon direct or indirect transfer of or in substitution thereof shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws or (iii) unless sold pursuant to Rule 144 promulgated under the Securities Act. (b) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares equity securities presenting an investment decision like that involved in the purchase of the Shares, including investments in equity securities issued by development-state biotechnology companies; (ii) the CompanyPurchaser or its counsel, and has accountants or other investment advisers have requested, received, reviewed and considered, considered all information the Purchaser deems deemed relevant by them in making an informed decision to purchase the Shares. , (biii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 the Shares, nor is there any arrangement or understanding with any other persons regarding the distribution of such Shares; provided however, except in compliance with Section 5(cthat such representation and warranty will not limit the Purchaser's right to sell Shares pursuant to the Registration Statement or pursuant to an exemption from the Securities Act of 1933, as amended (the "Securities Act"). ; (civ) the Purchaser will not, directly or indirectly, offer, sellsell (including sell short), 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 of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. ; (dv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true true, correct and correct to the best knowledge of the Purchaser 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 effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above SEC Documents, the draft plan of distribution section of the Registration Statement, and the representations and warranties of the Company contained herein. , as well as any investigation of the Company completed by the Purchaser or its counsel, accountants or other investment advisers; and (fvii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gc) The Purchaser agrees not to make any sale of the Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser, and (iii) to the effect that (A) the Shares have been sold pursuant to and in accordance with the Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser agrees that it will not sell any Shares during the period commencing at the time at which the Company gives the Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Company shall only be able to suspend the use of said prospectus for periods aggregating no more than thirty business days in any twelve month period. The Purchaser further agrees to notify promptly the Company of the sale of all of its Shares, and to notify promptly the Company in writing of any material changes in the information set forth in the Registration Statement relating to the Purchaser or its plan of distribution. (d) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Purchaser in Section 9.3 7.4 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. 5.1. The Purchaser represents and warrants to to, and covenants with with, the Company Company, as of the date hereof and as of the Closing Date, that: : (ai) the PurchaserPurchaser is an "accredited investor" as defined in Regulation D under the United States Securities Act of 1933, taking into account as amended (the personnel "Securities Act"); and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, also is knowledgeable, sophisticated knowledgeable and experienced in making, and is qualified to make, decisions with respect to making investments in shares presenting an investment decision like that involved in private placement transactions such as the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement in the ordinary course of its business and set forth above for its own account for investment only and with no present intention of distributing any of such Shares or any except pursuant to an effective registration statement under the Securities Act covering the sale, and no arrangement or understanding exists with any other persons person regarding the distribution of any of such Shares, except in compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, voluntarily 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 (a) in compliance the event of an effective registration statement under the Securities Act, (b) upon delivery of an opinion of counsel (which shall be in form and substance reasonably satisfactory to the Company) that such registration is not required, (c) in connection with a sale, transfer or other disposition made pursuant to Section 144 of the Securities Act or (d) to a wholly owned subsidiary of 1933the Purchaser, as amended in the case of (the "Securities Act"a), applicable blue sky laws, (c) and the rules and regulations promulgated thereunder. (d) above, no opinion of counsel shall be required; and (iv) the Purchaser has completed or caused had an opportunity to be completed 13 ask questions and receive answers from the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation management of the Registration Statement to be filed by Company regarding the Company, its business and the answers thereto are true and correct to the best knowledge offering of the Shares. 5.2. The Purchaser as of the date hereof further represents and will be true warrants to, and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to covenants with, the Company prior to the effective date of such Registration Statement). that (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement the Transaction Documents and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the Transaction Documents, and (ii) upon the execution and delivery of this Agreement by the PurchaserTransaction Documents, this Agreement such Transaction Documents shall constitute a valid and binding obligation obligations of the Purchaser, Purchaser enforceable in accordance with their terms. 5.3. The Purchaser acknowledges and understands that the Purchaser must bear the economic risk of its termsinvestment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and, except therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The certificates representing the Shares issued to Purchaser will bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL (WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY BE THE PURCHASER'S IN-HOUSE COUNSEL), THAT SUCH REGISTRATION IS NOT REQUIRED, UNLESS SUCH SALE, TRANSFER OR OTHER DISPOSITION IS MADE PURSUANT TO RULE 144 OF THE SECURITIES ACT, IN WHICH CASE SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY BE MADE AND NO OPINION OF COUNSEL SHALL BE REQUIRED, OR EXCEPT AS OTHERWISE PERMITTED UNDER A CERTAIN COMMON STOCK PURCHASE AGREEMENT DATED NOVEMBER __ 1997 BETWEEN THE COMPANY AND THE ORIGINAL HOLDER, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY FOR INSPECTION. The Company agrees to remove such legend from the certificates representing the Shares issued to Purchaser at such time as enforceability such Shares may be limited by applicable bankruptcylegally sold under Rule 144 (or any successor rule) without registration under the Securities Act, 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 the indemnification agreements request of the Purchaser and upon receipt from the Purchaser of an opinion, which shall be in Section 9.3 hereof form and substance reasonably satisfactory to the Company, of counsel reasonably satisfactory to the Company (which may be legally unenforceablethe Purchaser's in-house counsel), that such legend may be removed. The Purchaser agrees that any sale, transfer, pledge, hypothecation or other disposition of the Shares shall be made in compliance with such legend.

Representations, Warranties and Covenants of the Purchaser. The As of the date hereof, the Purchaser hereby represents and warrants to and covenants with the Company that: (a) The Purchaser has received (or otherwise had made available to him by the Purchaser, taking into account filing by the personnel and resources it can practically bring to bear on Company of an electronic version thereof with the purchase Commission) the Base Prospectus which is a part of the Shares contemplated herebyRegistration Statement, and the documents incorporated by reference therein (collectively, the “Disclosure Package”), prior to or in connection with the execution of this Agreement. The Purchaser acknowledges that, prior to the delivery of this Agreement to the Company, the Purchaser will receive certain additional information regarding the Offering, including pricing information (the “Offering Information”). Such information may be provided to the Purchaser by any means permitted under the Act, including the Prospectus Supplement, a free writing prospectus and oral communications. (b) The Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Company and investments in comparable companies and has requested, received, reviewed such information and considered, all information made such inquiries regarding the Purchaser deems relevant in making an informed decision to Company and the purchase of the Shares. Shares as he has deemed appropriate and (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its his decision to purchase the Shares, relied with respect has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein. (c) The Purchaser understands that nothing in this Agreement, the Disclosure Package or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as he, it his sole discretion, has deemed necessary or appropriate in connection with his purchase of the Shares. (d) Except for a placement agent fee of 6% to Chardan Capital Markets LLC, no person or entityacting on behalf of, or under the authority of, the Purchaser is or will be entitled to any broker’s, finder’s, or similar fees or commission payable by the Company. The Company requests, and Xxxxxxxxx agrees, to pay the placement agent fee deducted from a portion of the Purchase Price to Chardan Capital Markets LLC. As set forth in the signature page hereto and in accordance with Schedule I hereto. (e) The Purchaser has not disclosed any information regarding the Offering to any third parties (other than its affairs solely upon legal, accounting and other advisors) and has not engaged in any purchases or sales of the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties securities of the Company contained (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). The Purchaser agrees that it will not use any of the Shares 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. (f) No offer by the Purchaser is an "accredited investor" within to buy the meaning Shares will be accepted and no part of Rule 501 of Regulation D promulgated under the Securities Act. (g) Purchase Price will be delivered to the Company until the Purchaser has full right, power, authority received the Offering Information and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and Company has taken all necessary action to authorize the execution, delivery and performance accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. Upon An indication of interest will involve no obligation or commitment of any kind until the execution Purchaser has been delivered the Offering Information and delivery of this Agreement is accepted and countersigned by the Purchaser, this Agreement shall constitute a valid and binding obligation or on behalf of the PurchaserCompany. The Purchaser understands and agrees that the Company, enforceable in accordance with its termssole discretion, except as enforceability may be limited by applicable bankruptcyreserves the right to accept or reject this subscription for Shares, insolvency, reorganization, moratorium in whole 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 the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceablepart.

Representations, Warranties and Covenants of the Purchaser. The Purchaser acknowledges, represents and warrants to to, and covenants with agrees with, the Company and the Placement Agent that: 4.1 The Purchaser (a) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. (b) has answered all questions on the Signature Page and the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Closing Date and (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ec) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth on the Signature Page, relied with respect to the Company has received and its affairs is relying solely upon (i) the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Disclosure Package and the representations documents incorporated by reference therein and warranties of (ii) the Company contained hereinOffering Information. (fa) No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of any of the Shares, or possession or distribution of offering materials in connection with the issuance of the Shares in any jurisdiction outside the United States where action for that purpose is required, (b) if the Purchaser is an "accredited investor" within outside the meaning 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 (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of Rule 501 any information in connection with the issuance, placement, purchase and sale of Regulation D promulgated under the Securities ActShares, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement. (ga) the The Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution , and delivery of (b) this Agreement by the Purchaser, this Agreement shall constitute constitutes a valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser 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 agreements 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). 4.4 The Purchaser understands that nothing in this Agreement, the Prospectus or any other materials presented to the Purchaser in Section 9.3 hereof may connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 4.5 Since the time at which the Placement Agent first contacted the Purchaser about the Offering, the Purchaser 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), and has not violated its obligations of confidentiality. The Purchaser covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the contemplated Offering (other than to its advisors that are under a legal obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Purchaser agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be legally unenforceablein 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-US broker dealers or foreign regulated brokers. 4.6 The investment in the Shares is being made in the ordinary course of the Purchaser’s business. In connection with the investment in the Shares, the Purchaser is not acting as a market intermediary and the Purchaser has no current understanding or arrangement for the distribution of the Shares.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 SharesShares (it being understood that the foregoing does not limit the Purchaser's right to sell Shares pursuant to the Registration Statement or, except in compliance other than with respect to any claims arising out of a breach of this Section 5(c5, the Purchaser's right to indemnification pursuant to Section 7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Disclosure Documents and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act; and (vi) the Purchaser is not a "dealer" within the meaning of the Securities Act or a "broker" or "dealer" within the meaning of the Exchange Act. (gb) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action 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 Agreement. Upon Agreement by the Purchaser, and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable. (c) The Purchaser agrees that it has not and will not, for a period of eighteen months following the execution of this Agreement, carry a net short position in the common shares of the Company. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.

Representations, Warranties and Covenants of the Purchaser. The As of the date hereof, the Purchaser hereby represents and warrants to and covenants with the Company that: (a) The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, taking into account and when delivered by the personnel Purchaser in accordance with the terms hereof, will constitute the valid and resources it can practically bring to bear on the purchase legally binding obligation of the Shares contemplated herebyPurchaser, enforceable against it in accordance with its terms. (b) The Purchaser has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Base Prospectus which is a part of the Registration Statement, and the documents incorporated by reference therein (collectively, the “Disclosure Package”), prior to or in connection with the execution of this Agreement. The Purchaser acknowledges that, prior to the delivery of this Agreement to the Company, the Purchaser will receive certain additional information regarding the Offering, including pricing information (the “Offering Information”). Such information may be provided to the Purchaser by any means permitted under the Securities Act, including the Prospectus Supplement, a free writing prospectus and oral communications. (c) The Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Company and investments in comparable companies and has requested, received, reviewed such information and considered, all information made such inquiries regarding the Company and the purchase of the Shares as the Purchaser deems relevant in making an informed decision to purchase the Shares. has deemed appropriate and (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. (d) The Purchaser understands that nothing in this Agreement, the Disclosure Package or any other materials presented to the Purchaser in connection with respect the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as the Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (e) Except for a placement agent fee of 7% per share (the “Placement Agent Fee”) to be paid to Chardan Capital Markets LLC (“Chardan”), no person or entity acting on behalf of, or under the authority of, the Purchaser is or will be entitled to any broker’s, finder’s, or similar fees or commission payable by the Company. The Company requests, and Xxxxxxxxx agrees, to pay the Placement Agent Fee directly to Chardan, at the account set forth on Schedule I hereto, which Placement Agent Fee will be deducted from the total Purchase Price to be paid to the Company and its affairs solely upon at the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained hereinClosing. (f) The Purchaser has not disclosed any information regarding the Offering to any third parties (other than its 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). The Purchaser agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short position in the Ordinary Shares. 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. (g) No offer by the Purchaser to buy the Shares will be accepted and no part of the Purchase Price will be delivered to the Company until the Purchaser has received the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Company. The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this subscription for Shares, in whole or in part. (h) The Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Shares hereunder in the ordinary course of its business. The Purchaser understands that it is acquiring such Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable securities law (this representation and warranty not limiting the Purchaser’s right to sell such Shares in compliance with applicable federal and state securities laws). (i) At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) an "“accredited investor" within ” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the meaning of Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 501 of Regulation D promulgated 144A(a) under the Securities Act. (gj) The Purchaser acknowledges that it has had the opportunity to review the SEC Reports and has been afforded, (i) the Purchaser opportunity to ask such questions as it has full rightdeemed necessary of, power, authority and capacity to enter into this Agreement and to consummate receive answers from, representatives of the transactions contemplated hereby Company concerning the terms and has taken all conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary action to authorize make an informed investment decision with respect to the executioninvestment. (k) The Purchaser is not purchasing the Shares as a result of any advertisement, delivery and performance of this Agreement. Upon article, notice or other communication regarding the execution and delivery of this Agreement by Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the Purchaser, this Agreement shall constitute a valid and binding obligation knowledge of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium any other general solicitation 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 the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceableadvertisement.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents represents, warrants and warrants covenants to and covenants with agrees, as of the Company date of this Agreement, as of the Settlement Date and the Consideration Shares Payment Date, that: (a) The Purchaser is acquiring the Purchaser, taking into account Purchased Notes and the personnel and resources it can practically bring Purchased Warrants pursuant to bear on the applicable transfer requirements of the MedMen SPA applicable to the Purchaser in connection with the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated Purchased Notes and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the SharesPurchased Warrants hereunder. (b) In connection with the transfer of the Purchased Notes and the Purchased Warrants, (i) no Seller is acting as an agent, fiduciary or financial or investment adviser for the Purchaser, (ii) the Purchaser is acquiring not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Shares being acquired Sellers, except any representations expressly set forth herein and (iii) the Purchaser has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the MedMen SPA) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Purchaser pursuant to this 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 compliance with Section 5(c)Sellers. (c) The Purchaser is duly organized and validly existing under the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any laws of the Shares except in compliance jurisdiction of the State of Delaware, with the Securities Act of 1933, power and authority to own its properties and to conduct its business as amended (the "Securities Act"), applicable blue sky lawssuch properties shall be currently owned and such business is presently conducted, and the rules has all requisite power and regulations promulgated thereunder. (d) the Purchaser has completed or caused authority to be completed the Stock Certificate Questionnaire execute, deliver and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full right, power, authority and capacity to enter into perform this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the herein contemplated. (d) The execution, delivery and performance of this Agreement. Upon , and the execution consummation of the transactions contemplated herein, have been duly authorized by the Purchaser and delivery of this Agreement by the Purchaserconstitutes its legal, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors' and contracting parties' ’ rights generally or by general equity principles. (e) The execution, delivery and except as enforceability performance of this Agreement and the consummation of the transactions hereby (i) do not conflict with the provisions of the Purchaser’s governing instruments, (ii) will not violate any provisions of applicable law or regulation or any applicable order of any court or regulatory body and (iii) will not result in the breach of, or constitute a default, or require any consent, under any agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected, except, in the case of clause (ii) or clause (iii) above, to the extent that the failure of such representation and warranty would not reasonably be expected to have a material and adverse effect on the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement. (f) No actions, suits, proceedings or governmental investigations at law or in equity are pending or active (or, to its knowledge, threatened in writing) against the Purchaser before any governmental authority or any arbitrator (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) seeking any determination or ruling that would reasonably be expected to have a material and adverse effect on the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement. (g) Assuming that the representations, warranties and covenants made each Seller in Section 4 are true and correct and have been and will be complied with, no filing with, or authorization, approval, consent, notice, license, order, registration, qualification, decree or other action of, any court, governmental authority or agency or any other person is necessary in connection with the consummation by the Purchaser of the transactions contemplated hereby, except such as have been, or at the Settlement Date will have been, obtained and are in full force and effect as of the Settlement Date. (h) The Purchaser understands that the Purchased Notes and the Purchased Warrants are subject to general principles of equity (regardless of whether such enforceability is considered the various limitations on transferability described herein and in the MedMen SPA, and the Purchaser has received a proceeding in equity or at law) and except as the indemnification agreements copy of the Purchaser MedMen SPA and any other related transaction document which it has requested a copy and agrees that it will comply with the transfer requirements set forth in Section 9.3 hereof may be legally unenforceablethe MedMen SPA during the entire period in which it owns Purchased Notes or the Purchased Warrants, as applicable.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the PurchaserPurchaser is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, taking into account as amended (the personnel "Securities Act") and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is also knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the SharesStock, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered, considered all information the Purchaser deems it deemed relevant in making an informed decision to purchase the Purchase Shares. ; (bii) the Purchaser is acquiring the Purchased Shares being acquired by the Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment investments only and with no present intention of distributing any of such shares of Purchase Shares or any arrangement or understanding with any other persons regarding the distribution of such shares of Purchased Shares, except in compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the shares of Purchased Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, state securities laws and the respective rules and regulations promulgated thereunder. ; (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eiv) the Purchaser has, in connection with its decision to purchase the SharesPurchased Shares set forth herein, relied with respect to the Company and its affairs solely only upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. herein and in Reports filed pursuant to the Securities Exchange Act of 1934, as well as the terms of that certain Joint Integration, Marketing and Distribution Agreement dated May 5, 1997 by and between the Company and the Purchaser; and (fv) the Purchaser is an "accredited investor" within Investor understands that the meaning of Rule 501 of Regulation D promulgated under certificate representing the Purchased Shares will bear a legend to ensure compliance with the Securities Act. (g) Act and the Purchaser has full right, power, authority and capacity agrees to enter into this Agreement and to consummate comply with the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance requirements of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceablelegend.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents represents, warrants, covenants and warrants to and covenants with the Company thatagrees as follows: (a) 1. The Purchased Shares are not being purchased as a result of any material information about the PurchaserCorporation's affairs which has not been publicly disclosed 2. The Purchaser has not received any general solicitation or advertisement, taking into account the personnel article, notice or other communication nor has it become aware of any advertisement in printed media of general and resources it can practically bring to bear on the purchase of the Shares contemplated herebyregular paid circulation, is knowledgeable, sophisticated radio and experienced in making, and is qualified to make, decisions television with respect to investments in shares presenting an investment decision like that involved in the purchase distribution of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Purchased Shares. (b) 3. The Purchaser acknowledges that the Corporation and its officers and directors are relying upon the representations and warranties made by the Purchaser. 4. The Purchased Shares being subscribed for and any rights the Purchaser is acquiring may acquire as a Purchased Shares holder of the Shares being Corporation will be acquired by for investment purposes and not with a view to a subsequent offering, sale or distribution thereof and the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will notmay not participate, directly or indirectly, offer, sell, pledge, transfer in any plan or otherwise dispose of (scheme involving the resale or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any distribution of the Purchased Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunderor any interest therein. (d) the 5. The Purchaser has completed not received or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnairebeen provided with an offering memorandum or similar document, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate purchase the transactions contemplated hereby Purchased Shares has not been made upon any verbal or written representation as to fact or otherwise by or on behalf of the Dealer or any other person and has taken all necessary action its decision to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of enter into this Agreement by and purchase the Purchaser, this Agreement shall constitute a valid Purchased Shares set forth herein is based entirely upon information concerning the Corporation which is publicly available and binding obligation the Term Sheet. 6. The Purchaser has knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaserinvestment and is able to bear the economic risk of loss of the investment. 7. The Purchaser has been independently advised as to and is aware of the applicable restrictions on the resale of the Purchased Shares and any securities issuable upon the conversion thereof under the securities legislation in the jurisdiction in which the Purchaser may subsequently trade such securities, enforceable and is aware of the risks and other characteristics of the Purchased Shares and of the fact that the Purchaser may not be able to resell such securities except in accordance with its termsapplicable securities legislation and regulatory policies and that the certificates representing such securities will contain a legend to that effect and the Purchaser agrees to comply with, except and not in any manner violate, any applicable securities laws, rules or regulations in connection with the purchase, sale, transfer or other disposition of any of such securities. 8. The Purchaser will execute and deliver all documentation as enforceability may be limited required by applicable bankruptcysecurities legislation to permit the purchase of the Purchased Shares on the terms and conditions as set forth herein and will comply with all applicable hold periods and other resale restrictions as are prescribed by applicable securities legislation. 9. Any questionnaire, insolvencystatement, reorganizationcertificate, moratorium instrument or similar laws affecting creditors' other documents delivered by the Purchaser in connection herewith will be considered to form part of and contracting parties' rights generally be incorporated into this Agreement with the same effect as if each constituted a representation and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity warranty or at law) and except as the indemnification agreements covenant of the Purchaser in Section 9.3 hereof may be legally unenforceableto the Corporation. 10. The Corporation has not provided the Purchaser with investment, legal or financial advice or acted as an advisor with respect to the purchase of the Purchased Shares and the Purchaser is relying solely on its own professional advisors, if any, for any such advice.

Representations, Warranties and Covenants of the Purchaser. 4.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: that (a) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered, considered all information the Purchaser deems it deemed relevant in making an informed decision to purchase the Shares. ; (b) the Purchaser is acquiring the number of Shares being acquired by set forth on the Purchaser pursuant to this Agreement Page 3 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 compliance with Section 5(c). account; (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, state securities laws and the their prospective rules and regulations promulgated thereunder. ; (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, answered all questions on Page 3 and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). Closing Date; (e) the Purchaser hasPurchaser, in connection with its decision to purchase the Sharesnumber of Shares set forth on the Page 3, relied with respect to the Company and its affairs solely is relying only upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Offering Information, and the representations and warranties of the Company contained herein. 4.2 The Purchaser acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent 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 action for that purpose is required. Each Purchaser 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. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Shares, except as set forth or incorporated by reference in the Prospectus. 4.3 The Purchaser understands that nothing in this Agreement, the Prospectus or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 4.4 The Purchaser represents, warrants and agrees that, since the earlier to occur of (fi) the date on which the Placement Agent first contacted such Purchaser is an "accredited investor" within about the meaning offering and sale of Rule 501 of Regulation D promulgated under the Securities Act. Shares and (gii) the date of this Agreement, it has not engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities). The Purchaser has full right, power, authority and capacity covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to enter into this Agreement and to consummate the time that the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of by this Agreement by are publicly disclosed. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the PurchaserExchange Act, this Agreement shall constitute a valid whether or not against the box, and binding obligation 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 Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawExchange Act) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceablesimilar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (a) The Purchaser is a validly existing corporation and has all requisite corporate power and authority to enter into and consummate the Purchasertransactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, taking into account the personnel and resources it can practically bring to bear on the purchase of invest in the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified pursuant to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Sharesthis Agreement. (b) The Purchaser acknowledges that it can bear the Purchaser is acquiring economic risk and complete loss of its investment in the Shares being acquired and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. The Purchaser has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Purchaser pursuant to this Agreement in Company regarding the ordinary course of Company, its business and for the terms and conditions of the offering of the Shares, and has conducted and completed its own account for investment only independent due diligence. The Purchaser acknowledges that the Company has made available the SEC Documents. Based on the information the Purchaser has deemed appropriate, and with no present intention of distributing without reliance upon any of placement agent, it has independently made its own analysis and decision to enter into the Transaction Documents. Neither such Shares or any arrangement or understanding with inquiries nor any other persons regarding investigation conducted by or on behalf of the distribution Purchaser or its representatives or counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of such Sharesthe SEC Documents, except the Company’s representations and warranties contained in compliance with Section 5(c)the Transaction Documents and the Schedule of Exceptions. (c) The Shares to be received by the Purchaser hereunder will be acquired for the Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Purchaser’s right at all times, subject to the terms and conditions of the Transaction Documents, to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. The Purchaser understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunderthereunder and the terms and conditions of the Voting and Standstill Agreement. (d) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the transactions contemplated by the Transaction Documents (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Purchaser, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under the Purchaser’s charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which the Purchaser is bound and (v) are a fit, proper and suitable investment for the Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Shares. (e) The execution, delivery and performance by the Purchaser of the Transaction Documents have been duly authorized and each has been duly executed and when delivered will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by equitable principles generally, including any specific performance and (iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such laws. (f) The Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker-dealer”) and is not affiliated with a registered broker dealer. Purchaser is not party to any agreement for distribution of any of the Shares. (g) The Purchaser shall have completed or caused and delivered to be completed the Stock Certificate Company no later than the Closing Date, the Purchaser Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, Selling Stockholder Questionnaire for use in preparation of the Registration Statement to be filed by (as such term is defined in the CompanyRegistration Rights Agreement), and the answers thereto to the Purchaser Questionnaire and the Selling Stockholder Questionnaire are true and correct to the best knowledge of the Purchaser in all material respects as of the date hereof of this Agreement and will be true and correct as of the Closing Date and the effective date of the Registration Statement (Statement; provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to before the effective date of such Registration Statement). (eh) the The Purchaser hasunderstands that no United States federal or state agency, in connection with its decision to purchase the Sharesor similar agency of any other country, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company contained hereinor the purchase of the Shares. (fi) The Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act. (j) The Purchaser has not taken any of the actions set forth in, and is an "accredited investor" within not subject to, the meaning disqualification provisions of Rule 501 506(d)(1) of Regulation D promulgated under the Securities Act. (gk) The Purchaser did not learn of the investment in the Shares as a result of any general solicitation or general advertising. (l) The Purchaser’s offices in which its investment decision with respect to the Shares was made are located at the address immediately below such Purchaser’s name in Section 12 hereof. (m) The Purchaser (including any person controlling, controlled by, or under common control with such Purchaser, as the term “control” is defined pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and its implementing regulations (the “HSR Act”)) in connection with the consummation of the transactions contemplated by this Agreement will not be required to and will not complete a filing with the U.S. government pursuant to the HSR Act. (n) As of immediately prior to the closing of the transactions contemplated hereby, neither the Purchaser nor any of its Affiliates beneficially owns any shares of Common Stock of the Company to the extent such beneficial ownership would, as a result of the transactions contemplated hereby, (i) require approval of the Company’s shareholders under NASDAQ Listing Rule 5635(b) of the transactions contemplated hereby or (ii) result in required disclosure under Section 13 of the Exchange Act by the Purchaser or any of its Affiliates of beneficial ownership of shares of Common Stock of the Company in excess of the Shares. 5.2 Other than consummating the transactions contemplated hereunder, the Purchaser has full rightnot, powernor has any person acting on behalf of or pursuant to any understanding with the Purchaser, authority and capacity directly or indirectly executed any purchases or sales, including all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to enter into this Agreement and to consummate include the location and/or reservation of borrowable shares of Common Stock) (“Short Sales”), of the securities of the Company during the period commencing as of the time that the Purchaser was first contacted by the Company or any other person regarding the transactions contemplated hereby and ending immediately prior to the Effective Date. The Purchaser has taken maintained the confidentiality of all necessary action disclosures made to authorize it in connection with this transaction (including the execution, delivery existence and performance terms of this Agreementtransaction). Upon Notwithstanding the execution and delivery foregoing, for avoidance of this Agreement by the Purchaserdoubt, this Agreement nothing contained herein shall constitute a valid and binding obligation representation or warranty, or preclude any actions, with respect to the identification of the Purchaseravailability of, enforceable or securing of, available shares to borrow in accordance order to effect Short Sales or similar transactions in the future. 5.3 The Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection 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 the indemnification agreements purchase of the Purchaser in Section 9.3 hereof may be legally unenforceableShares.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement Securities set forth in Section 2 above 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares, except Securities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the SharesSecurities set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (c) For the benefit of the Company, the Purchaser previously agreed orally or in writing with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Securities and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Securities. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases or a Current Report on Form 8-K describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser's investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser's purchase of the Securities, including, but not limited to, those set forth under the caption "Risk Factors" in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (f) The Purchaser understands that, (i) at all times the Warrants and (ii) until such time as the Registration Statement has been declared effective and the Shares and the Warrant Shares may be sold pursuant to subsection (h) below or pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities and the Warrant Shares will bear a restrictive legend in substantially the following form: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction. The Shares may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares or the Warrant Shares under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that such Shares and Warrant Shares are not transferable on the books of the Company without registration unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws or the certificate submitted to the transfer agent evidencing the Shares or the Warrant Shares is accompanied by a separate Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares or the Warrant Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Shares and Warrant Shares. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser hereby covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 45 days. In the event that a Suspension is for a period of longer than 30 consecutive days or for a period of an aggregate in any 365-day period of longer than 60 days, the Company shall pay to each Purchaser an amount, as liquidated damages and not as a penalty, equal to one half of one percent (0.5%) per month (pro rata on a 30 day basis) for the first thirty (30) days, and thereafter, one percent (1.5%) per month (pro rata on a 30 day basis), of the aggregate purchase price paid by such Purchaser pursuant to this Agreement for any Securities then held by such Purchaser until the Suspension is cured. Such liquidated damages shall be payable monthly in cash. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and hereby represents, warrants to to, and covenants with the Company thatand the Placement Agent as follows: (a) The Shares (collectively, the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced “Securities”) offered in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with Offering are not registered under the Securities Act of 1933, as amended (the "“Securities Act"”), applicable blue sky or any state securities laws. The Purchaser understands that the Offering and sale of the Securities contemplated hereby is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Rule 506(b) of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Agreement. (b) he Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”), acknowledges that it has received the Offering Documents, either in hard copy or electronically, and all other documents requested by the Purchaser, has carefully reviewed them and understands the information contained therein, and the rules Purchaser and regulations promulgated thereunderthe Advisors, if any, prior to the execution of this Agreement, have had access to the same kind of information as would be available in a registration statement filed by the Company under the Securities Act. Purchaser’s decision to enter into this Agreement has been made based solely on the independent evaluation by the Purchaser and its Advisors, if any. (c) Neither the SEC nor any state securities commission or other regulatory body has approved the Shares, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Offering Documents. Any representation to the contrary is a criminal offense. The Offering Documents have not been reviewed by any federal, state or other regulatory authority. The Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. (d) All documents, records, and books pertaining to the investment in the Shares (including, without limitation, the Offering Documents) have been made available for inspection by the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaireits Advisors, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement)if any. (e) the The Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered Advisors, if any, have had a reasonable opportunity to Purchaser as described in Sections 4.4 ask questions of and 5(a) above and the representations and warranties receive answers from a person or persons acting on behalf of the Company contained hereinconcerning the Offering of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered by representatives of the Company to the full satisfaction of the Purchaser and its Advisors, if any. (f) In evaluating the suitability of an investment in the Company, the Purchaser is an "accredited investor" within has not relied upon any representation or other information (oral or written) other than as stated in the meaning of Rule 501 of Regulation D promulgated under Offering Documents or as contained in documents so furnished to the Securities ActPurchaser or its Advisors, if any, by the Company. (g) The Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Shares directly or indirectly through or as a result of, any form of general solicitation or general advertising including, without limitation, any press release, article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet (including without limitation, internet “blogs,” bulletin boards, discussion groups or social networking sites) in connection with the Offering and sale of the Shares and is not subscribing for the Shares and did not become aware of the Offering of the Shares through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally. (h) Other than R.X. Xxxxxxxxxx & Co. who is acting as placement agent (the “Placement Agent”) for the Company in the Offering, and any broker-dealer and member of FINRA who the Placement Agent may have retained to offer and sell Shares in this Offering, the Purchaser is not aware of any person and has been advised that no person, will receive from the Company any compensation as a broker, finder, adviser or in any other capacity in connection with the purchase of the Shares. (i) The Purchaser, either alone or together with its Advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the Offering, to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment decision with respect thereto. (j) The Purchaser understands that the Company will review this Agreement and the Purchaser’s Confidential Purchaser Questionnaire which is attached hereto as Exhibit A and incorporated herein by such reference and the Company is hereby given authority by the Purchaser to call the Purchaser’s bank or place of employment or otherwise investigate or review the financial standing of the Purchaser; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close the offer at any time. (k) The Purchaser is not relying on the Company, the Placement Agent or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Shares, and the Purchaser has full rightrelied on the advice of, poweror has consulted with, authority only its own Advisors, if any. (l) The Purchaser represents that the Shares are being purchased for the Purchaser’s own account, for investment purposes only and capacity not with a view for distribution or resale to enter into others. The Purchaser agrees that the Purchaser will not sell or otherwise transfer the Securities unless the Securities are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The Purchaser understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon the Purchaser’s investment intention. In this Agreement connection, the Purchaser understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Purchaser’s representation merely meant that the Purchaser’s present intention was to hold such Shares for a short period, such as the capital gains period of tax statutes, for a deferred sale or for any other fixed period. The Purchaser realizes that the SEC might regard a purchase with an intent inconsistent with the Purchaser’s representation to the Company, and a sale or disposition thereof, as a deferred sale to consummate which the transactions contemplated hereby exemption is not available. (m) The purchase of the Shares represents a high risk capital investment and the Purchaser is able to afford an investment in a speculative venture having the risks and objectives of the Company. The Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Legends shall be placed on the Securities to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s books. Stop transfer instructions will be placed with the transfer agent of the Securities. (n) The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has taken all necessary action to authorize no need for liquidity of its investment in the execution, delivery and performance Shares for an indefinite period of this Agreementtime. (o) The Purchaser satisfies any special suitability or other applicable requirements of his state of residence and/or the state in which the transaction by which the Shares are purchased occurs. (p) The Purchaser is aware that an investment in the Shares involves a number of very significant risks. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation The Purchaser is aware of the Purchaserfollowing additional risk factors: The Offering Documents contain limited information regarding our company, enforceable our current and future business and operations, our management and our financial condition. While we believe the information contained in accordance with its termsthe Offering Documents accurate, 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 such document is not meant to general principles of equity (regardless of whether such enforceability is considered in contain an exhaustive discussion regarding our company. We cannot guarantee a proceeding in equity or at law) and except as prospective investor that the indemnification agreements abbreviated nature of the Purchaser Offering Documents will not omit to state a material fact which a prospective investor may believe to be an important factor in Section 9.3 hereof determining if an investment in the Shares is appropriate for such investor. As a result, prospective investors are required to undertake their own due diligence of our company, our current and proposed business and operations, our management and our financial condition to verify the accuracy and completeness of the information we are providing in the Offering Documents. This investment is suitable only for accredited investors who have the knowledge and experience to independently evaluate our company, our business and prospects. This is a “best efforts” offering which means there is no guarantee as to the minimum number of Shares we may be legally unenforceablesell in this Offering. There are no assurances we will sell a sufficient number of Shares to accomplish our goals which are described in these Offering Documents. If we sell less than all of the Shares offered hereby, we will have significantly less funds available to us for general working capital and for the other purposes described herein.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Units and has requested, received, reviewed and considered, considered all information the Purchaser he/she/it deems relevant in making an informed decision to purchase the Shares. Units; (bii) the Purchaser is acquiring the Preferred Stock and Warrant Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Preferred Stock or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Preferred Stock and/or Warrant Shares, except in compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Preferred Stock and/or Warrant Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky lawsand the rules and regulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true terms and correct to the best knowledge conditions of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement this Agreement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eiv) the Purchaser has, in connection with his/her/its decision to purchase the SharesUnits set forth in Section 2 above, relied read and considered the Company’s confidential private placement memorandum dated March 10, 2005, as amended, with respect to exhibits thereto, the Company Company’s Form 10-KSB for the year ended June 30, 2003 and its affairs Forms 10-QSB for the quarters ended September 30, 2004 and December 31, 2004 together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied solely upon the information delivered to Purchaser as described contained in Sections 4.4 and 5(a) above the foregoing memorandum, Exchange Act Reports and the representations and warranties of the Company contained in writing herein. , and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (fv) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Act (g"Regulation D"); and (vi) the Purchaser has full right, power, authority understands that certificates representing the Preferred Stock 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. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its termsWarrant Shares, 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 the indemnification agreements of the Purchaser provided in Section 9.3 hereof may be legally unenforceable5.8 hereof, will contain a legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 Shares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Company prior to the effective date of such Registration Statement). Statement Questionnaire; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum or the Public Filings and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) For the benefit of the Company, the Purchaser agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Purchase Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may cause the Company to violate Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases describing this offering; provided, -------- however, the Purchaser will not disclose the proposed repurchase price of the ------- Preferred Stock and the use of proceeds from the transactions contemplated by the Private Placement Memorandum until the Company publicly announces such repurchase price and use of proceeds. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form. "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares without complying in all material respects with the provisions of this Agreement, and if applicable, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B), if applicable, the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement (a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspensions shall be for a period of an aggregate in any 365 day period of longer than 65 days, unless in the good faith judgment of the Company's board of directors, upon advice and an opinion in writing of a firm reasonably satisfactory to the Purchaser, the sale of Shares under the Registration Statement in reliance on the foregoing would be reasonably likely to cause a violation of the Securities Act or the Exchange Act or the Rules or Regulations promulgated under either act, and result in a potential liability to the Company. (i) The Purchaser further represents and warrants to, and covenants with, the Company (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. The (a) Each Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Common Stock and has requested, received, reviewed and considered, considered all information the Purchaser he/she/it deems relevant in making an informed decision to purchase the Shares. Common Stock; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement Common Stock set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the regulatxxxx xxxxxxxxxx) only and with no present intention of distributing any of such Shares Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such Shares, except in compliance with Section 5(c). Common Stock; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Common Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky lawsand the rules and regulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true terms and correct to the best knowledge conditions of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement this Agreement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eiv) the Purchaser has, in connection with his/her/its decision to purchase the SharesCommon Stock set forth in Section 2 above, read and considered the Company's Form 10-KSB for the year ended December 31, 2002, together with such other of the Company's Exchange Act Reports as the Purchaser considered appropriate, and has relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described contained in Sections 4.4 and 5(a) above the Company's Exchange Act Reports and the representations and warranties of the Company contained in writing herein. , and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (fv) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct ("Regulation D"); and (vi) the Purchaser understands that the Common Stock, except as provided in Section 5.8 hereof, will contain a legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. (gb) Each Purchaser hereby covenants with the Company that he/she/it will not directly or indirectly make any offer, sale, pledge, transfer or other disposition of the Common Stock other than in accordance with all applicable federal and state securities laws and the terms and conditions of this Agreement, including, but not limited to, the other representations, warranties and covenants of the Purchaser in this Section 6. (c) Each Purchaser hereby covenants with the Company not to make any public sale of the Common Stock without effectively causing any applicable prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that the Common Stock is not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Common Stock is accompanied by a separate officer's certificate: (i) executed by an officer of, or other authorized person designated by, the Purchaser, and (ii) to the effect that (A) the Common Stock has been sold in accordance with a Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied or does not apply. (d) Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) Each Purchaser acknowledges that he/she/it has had such access to financial and except other information concerning the Company and the Common Stock as he/she/it deemed necessary in connection with his/her/its decision to purchase same, including an opportunity to ask questions and request information from the indemnification agreements Company and its management, and all such questions have been answered and all information requested has been provided to the satisfaction of the Purchaser. (f) If a Purchaser proposes to sell, pledge, assign or otherwise transfer or convey, directly or indirectly, any of the Common Stock prior to the date that the Registration Statement becomes effective, then the Purchaser shall provide the Company, prior to the sale of any such Common Stock, with a legal opinion in Section 9.3 hereof may be legally unenforceableform and substance satisfactory to the Company that such sale, pledge, assignment, transfer or conveyance is exempt from the registration requirements under the Securities Act and any applicable state securities and blue sky laws.

Representations, Warranties and Covenants of the Purchaser. The i)The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and the Purchaser has requestedundertaken an independent analysis of the merits and the risks of an investment in the Shares, receivedbased on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, reviewed receive, review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Shares and to ask questions of, and receive answers from, the Company concerning such information; (biii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (dv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or Conversion Shares or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Company Documents and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. , the Purchaser has not relied on the Placement Agent in negotiating the terms of its investment in the Shares and, in making a decision to purchase the Shares, the Purchaser has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (viii) the Purchaser is an "institutional “accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. ; and (gix) the Purchaser has full right, power, authority and capacity agrees to enter into this Agreement and to consummate notify the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance Company immediately of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation any change in any of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether foregoing information until such enforceability is considered in a proceeding in equity or at law) and except time as the indemnification agreements Purchaser has sold all of its Shares or Conversion Shares or the Purchaser in Section 9.3 hereof may be legally unenforceableCompany is no longer required to keep the Registration Statement effective.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. , including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in the ordinary course of its business and signature page hereto, as principal for its own account for investment only and with no present intention of distributing any of such the Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c). thereof; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Securities Act of 1933Rules and Regulations and any applicable Canadian securities, as amended (the "Securities Act"), applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder. ; (dv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereof, not relied with respect to upon any representations or other information (whether oral or written) other than as set forth in the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein. ; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; (viii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct because such Purchaser meets at least one of the conditions set forth in Appendix III hereto and has completed the certificate attached as Appendix III, and (ix) if the Purchaser is a resident of Canada, it is an “accredited investor” within the meaning of National Instrument 45-106 and has completed the certificate attached as Appendix IV. 5.2 The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 The Purchaser further represents and warrants to, and covenants with, the Company that (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization, and (iii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.4 The Purchaser recognizes that an investment in the Shares is speculative and involves a high degree of risk, including a risk of total loss of the Purchaser’s investment. The Investor can bear the economic risk of this investment and can afford a complete loss thereof. 5.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser’s suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. The Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 5.6 The address set forth in the signature page hereto is the Purchaser’s true and correct domicile. 5.7 The Purchaser covenants to provide the Company an updated, accurate and complete plan of distribution at all times during which the Company is required to keep the Registration Statement in effect. 5.8 The Purchaser understands and agrees that each certificate or other document evidencing any of the Shares shall be endorsed with the legend in substantially the form set forth below, as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer the Shares without complying with the restrictions on transfer described in the legends endorsed on such certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN 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 LAW AND, IF APPLICABLE, CANADIAN 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 QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER. UNLESS PERMITTED UNDER SECURITIES LEGISLATION OF CANADA, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE OF CLOSING]. 5.9 The Purchaser acknowledges the reporting requirements under US and Canadian securities laws which may be applicable to it in connection with the acquisition of the securities hereunder, including those of (i) section 13(d) of the Securities and Exchange Act of 1934, (ii) section 101 of the Securities Act (Ontario) and except as the indemnification agreements section 111 of the Securities Act (British Columbia), and (iii) section 107 of the Securities Act (Ontario) and section 87 of the Securities Act (British Columbia) (the provisions referred to in sections (ii) and (iii) relate to early warning requirements and insider reporting requirements applicable in connection with the acquisition by the Purchaser of common shares resulting in Section 9.3 hereof may be legally unenforceablethe Purchaser and persons acting jointly or in concert holding 10% or more of the common shares of the Company).

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (a) the The Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, either alone or together with the advice of the Purchaser's representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with the Purchaser's representative, all information the Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Shares. (b) the The Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c5.1(c). (c) the The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and subscription documents enclosed with this Agreement, including the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the The Purchaser has, in connection with its decision to purchase the SharesSecurities, relied with respect to the Company and its affairs solely upon the SEC Documents and the other information delivered to the Purchaser by the Company as described in Sections 4.4 and 5(a5.1(a) above and the representations and warranties of the Company contained herein. (f) the The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (g) the The Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and contracting parties' rights generally (iii) as to those provisions of Section 9.4 relating to indemnity or contribution. 5.2 The Purchaser represents and except warrants to and covenants with the Company that it has not engaged and will not engage in any short sales of the Company's Common Stock prior to the effectiveness of the Registration Statement and for so long as enforceability may be subject such Purchaser holds such Shares. 5.3 The Purchaser understands that nothing in the SEC Documents, this Agreement or any other materials presented 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 Purchaser in Section 9.3 hereof may be legally unenforceableconnection with the purchase and sale of the Shares constitutes legal, tax or investment advice and that no independent legal counsel has reviewed these documents and materials on the Purchaser's behalf. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to and covenants with the Company that: (a) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the ---------- ----------- Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. The Purchaser 5.1 Each Purchaser, individually and not jointly, represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. , including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the Purchaser is acquiring offering of the Shares being acquired by the Purchaser pursuant to this Agreement has not been reviewed by the Commission or any state regulatory authority; (iii) it is acquiring the number of Shares set forth in the ordinary course of its business and signature page hereto, 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 compliance with Section 5(c). ; (civ) the Purchaser it 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 of 1933Act, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. under the Securities Act and any applicable state securities or blue sky laws; (dv) the Purchaser it has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix APPENDIX I and Appendix will at the Company's request the Registration Statement Questionnaire complete or cause to be completed the Registration Statement Questionnaire attached hereto as APPENDIX II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser it has, in connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereof, not relied with respect to upon any representations or other information (whether oral or written) other than as set forth in the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein. ; (fvii) it has had an opportunity to discuss this investment with representatives of the Purchaser Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viii) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 5.2 Each Purchaser, individually and not jointly, hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 Each Purchaser, individually and not jointly, further represents and warrants to, and covenants with, the Company that (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) no consent, approval, authorization, or other order of any court, regulatory body, administrative agency or other governmental body that has not been obtained is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, and (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as (v) there is not in effect any order enjoining or restraining the indemnification agreements Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. 5.4 Each Purchaser, individually and not jointly, recognizes that an investment in the Shares is speculative and involves a high degree of risk, including a risk of total loss of the Purchaser's investment. 5.5 Each Purchaser, individually and not jointly, represents and warrants that all of the information provided to the Company or its agents or representatives concerning such Purchaser's suitability to invest in the Company and the representations and warranties contained herein, are complete, true, and correct as of the date hereof, and understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 5.6 Each Purchaser, individually and not jointly, represents and warrants that the address set forth in the signature page hereto is such Purchaser's true and correct domicile. 5.7 Each Purchaser, individually and not jointly, covenants to provide the Company an updated, accurate and complete plan of distribution at all times during which the Company is required to keep the Registration Statement in effect. 5.8 Each Purchaser, individually and not jointly, understands and agrees that each certificate or other document evidencing any of the 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 the Purchaser covenants that the Purchaser shall not transfer the Shares represented by any such certificate without complying with the restrictions on transfer described in Section 9.3 hereof may be legally unenforceablethe legends endorsed on such certificate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.

Representations, Warranties and Covenants of the Purchaser. 4.1 The Purchaser represents and warrants to to, and covenants with with, the Company that:that it is either (i) a Qualified Institutional Buyer (as defined in Rule 144A of the Securities Act) or (ii) an institutional “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D of the Securities Act). 4.2 The Purchaser represents and warrants to, and covenants with, the Company that (a) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and investments in comparable companies, and has requested, received, reviewed and considered, considered all information the Purchaser deems it deemed relevant in making an informed decision to purchase the Shares. ; (b) the Purchaser is acquiring the number of Shares being acquired by set forth on the Purchaser pursuant to this Agreement Page 3 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 compliance with Section 5(c). account; (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, state securities laws and the their prospective rules and regulations promulgated thereunder. ; (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire answered all questions on Page 3 and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, Purchaser Questionnaire for use in preparation of the Registration Statement to be filed by the Company, Prospectus Supplement and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). Closing Date; (e) the Purchaser hasPurchaser, in connection with its decision to purchase the Sharesnumber of Shares set forth on the Page 3, relied with respect to the Company and its affairs solely is relying only upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above General Disclosure Package, the documents incorporated by reference therein and the representations and warranties of the Company contained herein. ; and (f) the Purchaser is an "accredited investor" within Purchaser, prior to or after giving effect to the meaning transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 5% or more of the Company’s outstanding Common Stock. For purpose of this Section 4.2 and the Agreement, “beneficially owns,” “beneficial ownership” or any variation thereof shall be determined pursuant to Rule 501 of Regulation D promulgated 13d-3 under the Securities Exchange Act. 4.3 The Purchaser acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent 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 action for that purpose is required. Each Purchaser 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. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Shares, except as set forth or incorporated by reference in the Prospectus. 4.4 The Purchaser understands that nothing in this Agreement, the Prospectus or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 4.5 The Purchaser represents, warrants and agrees that, since the earlier to occur of (gi) the date on which the Placement Agent first contacted such Purchaser about the offering and sale of the Shares and (ii) the date of this Agreement, it has full rightnot engaged in any transactions in the securities of the Company (including, powerwithout limitation, authority and capacity any Short Sales (as defined below) involving the Company’s securities). The Purchaser covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to enter into this Agreement and to consummate the time that the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of by this Agreement by are publicly disclosed. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the PurchaserExchange Act, this Agreement shall constitute a valid whether or not against the box, and binding obligation 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 Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawExchange Act) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceablesimilar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company and the Selling Stockholders that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or, except in compliance other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c8.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, 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, the Exchange Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Company Registration Statement Questionnaire occurring prior to the effective date sale by it of such Registration Statement). all of the Shares; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company and the Selling Stockholder contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of Securities Act, the Rules and Regulations and state securities laws and that the Company and the Selling Stockholders are relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) Until the filing of the Registration Statement, the Purchaser agrees with the Placement Agent and the Company to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing and distributing the Private Placement Memorandum to third parties, this Purchase Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents to third parties. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws may impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may cause the Company to violate Regulation FD and agrees not to engage in any such unauthorized disclosure. The restrictions in this paragraph shall cease upon the filing of the Registration Statement. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value or trading volume of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares without complying in all material respects with the provisions of this Agreement, and, if applicable, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person expressly designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B), if applicable, the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement (a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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 or supplemented the prospectus forming a part of the Registration Statement. The Purchaser 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 Purchaser written notice of the Suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus, except as permitted in the second paragraph of Section 8.2 of this Agreement; provided, however, that the Purchaser shall be in compliance with the provisions contained in the first paragraph of Section 8.2, and provided further that the Company will use its best efforts to cause the prospectus so suspended to be promptly resumed. (i) The Purchaser further represents and warrants to, and covenants with, the Company and the Selling Stockholders that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 8.3 hereof may be held violative of public policy and legally unenforceable. (j) The Purchaser hereby acknowledges that the Placement Agent may rely on the representations, warranties and covenants set forth in this Section 6 as if such representations, warranties and covenants were made to the Placement Agent directly.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company and the Selling Stockholders that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Exhibit B 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 Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with Section 5(cthe Securities Act and the Rules and Regulations). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act of 1933Act, as amended the Exchange Act, the Rules and Regulations and any applicable state securities laws; (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that Statement, and the Purchaser shall be entitled to update will notify the Company immediately if any material change in any such information by providing notice thereof to provided in the Company Registration Statement Questionnaire occurs prior to the effective date sale by it of such Registration Statement). all the Shares; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Exhibit B, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included or incorporated by reference therein and the representations and warranties of the Company and the Selling Stockholders contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company and the Selling Stockholders are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) For the benefit of the Company and the Selling Stockholders, the Purchaser previously agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the federal securities laws may impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the Company’s issuance of one or more press releases describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 6(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Shares, including, but not limited to, those set forth under the caption “Risk Factors” in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value or trading volume of the Common Stock. The Purchaser has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares will bear a restrictive legend in substantially the following form: (g) The Purchaser’s principal executive offices are in the jurisdiction set forth below the Purchaser’s name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or Blue Sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no suspension shall be for a period of longer than 60 days during any 365-day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (i) The Purchaser further represents and warrants to, and covenants with, the Company and the Selling Stockholders that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions set forth in Section 8.3 of this Agreement may be limited by federal or state securities laws or the public policy underlying such laws, and (v) to the Purchaser’s knowledge there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser transactions contemplated by this Agreement, except (solely in Section 9.3 hereof may the case of clauses (ii), (iii), (iv) and (v) of the paragraph) for such violations and defaults as would not reasonably be legally unenforceableexpected to have a material adverse effect on the transactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 compliance with Shares within the meaning of Section 5(c). 2(11) of the Securities Act; (ciii) the Purchaser will not, 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 of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (gb) THE PURCHASER 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 THE PURCHASER 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 PURCHASER, 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. The Purchaser 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; provided, however, that the Company shall not be permitted to suspend the use of such prospectus for more than an aggregate of up to sixty days in any one year period and provided, further, that the Company shall not be permitted to suspend the use of such prospectus on more than three occasions in any one year period. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of any and all of its Shares. (c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action 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 Agreement. Upon Agreement by the Purchaser, and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement number of Securities set forth in Section 2 above 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares, except Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Securities set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Presentation, the SEC Reports and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act ; and (viii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (c) For the benefit of the Company, the Purchaser previously agreed orally and in writing with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser agrees to use any such confidential information for the sole purpose of evaluating a possible investment in the Securities and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Securities. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases or a Current Report on Form 8-K describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities, including, but not limited to, those set forth in the SEC Reports. The Purchaser understands that the market price of the Class A Common Stock has been volatile and that no representation is being made as to the future value of the Class A Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities will bear a restrictive legend in substantially the following form: “The Securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Securities may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” The Company agrees, upon the Purchaser’s reasonable request, to reissue certificates representing any of the Securities, without the legend set forth above (i) while a registration statement (including the Registration Statement) covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible for sale under Rule 144(k) (to the extent that the applicable Investor provides a certification or legal opinion to the Company to that effect), or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission). Following the effective date of the Registration Statement or at such earlier time as a legend is no longer required for the Securities, the Company will, promptly following the delivery by the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such securities, deliver or cause to be delivered to the Purchaser a certificate representing such securities that is free from all restrictive legends. (g) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. (h) The Purchaser acknowledges that, (i) the Company shall have the right at any time, to delay the filing of a Registration Statement for valid business reasons (not including avoidance of their obligations hereunder) to avoid premature public disclosure of a pending material corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events and (ii) 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 to the Registration Statement has been filed by the Company and 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 (any such event described in clauses (i) and (ii), a “Suspension”) . The Company will give the Purchaser notice of any such suspension and will use its best efforts to minimize the length of such suspension. The Purchaser hereby covenants that it will not sell any Shares or Warrant Share pursuant to said Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. (j) The Purchaser further represents and warrants to, and covenants with, the Company that (i) during the last thirty (30) days prior to the date hereof, neither the Purchaser nor any affiliate of the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Purchaser’s investments or trading or information concerning the Purchaser’s investments, including in Section 9.3 hereof may be legally unenforceablerespect of the Securities or (z) is subject to the Purchaser’s review or input concerning such affiliate’s investments or trading (collectively, “Trading Affiliates”), foreign or domestic, has, directly or indirectly, effected or agreed to effect any “short sale” (as defined in Rule 200 under Regulation SHO), whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1000 Xxx) with respect to the Common Stock, borrowed or pre-borrowed any shares of Common Stock or granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”) and (ii) prior to the earliest to occur of (i) the termination of this Agreement, (ii) the effective date of the Registration Statement or (iii) thirty (30) days from the Closing Date, the Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction nor (b) any sale, assignment, pledge, hypothecation, put, call, or other transfer of any of the shares of Common Stock, warrants or other securities of the issuer acquired hereunder.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company and the Selling Stockholder that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or, except in compliance other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c8.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Company prior to the effective date of such Registration Statement). Statement Questionnaire; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the other Company information delivered provided to the Purchaser as described in Sections 4.4 and 5(a) above by the Company and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) The Purchaser agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Purchase Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may cause the Company to violate Regulation FD. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares without complying in all material respects with the provisions of this Agreement, and if applicable, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B), if applicable, the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement (a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus, except as permitted in the second paragraph of Section 8.2 of this Agreement. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 8.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shareshereunder, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. securities hereunder, including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the offering of the securities pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement securities set forth in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such the Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c). thereof; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrants except in compliance with the Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), Rules and Regulations and any applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder. ; (dv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser has, in connection with its decision to purchase enter into this Agreement not relied upon any representations or other information (whether oral or written) other than as set forth in the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein. ; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 5.2 The Purchaser hereby covenants with the Company not to make any sale of the Shares or Warrants, or of the Common Shares issuable upon exercise of such Warrants (gthe “Warrant Shares) without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization, and (iii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.4 The Purchaser recognizes that an investment in the Company’s securities is speculative and involves a high degree of risk, including a risk of total loss of the Purchaser’s investment. 5.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser’s suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. The Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 5.6 The address set forth in the signature page hereto is the Purchaser’s true and correct domicile. 5.7 The Purchaser covenants to provide the Company an updated, accurate and complete plan of distribution at all times during which the Company is required to keep the Registration Statement in effect. 5.8 The Purchaser understands and agrees that each certificate or other document evidencing any of the Shares or Warrant Shares shall be endorsed with the legend in substantially the form set forth below and the certificate evidencing the Warrants shall be endorsed with the legend in substantially the form set forth in Appendix III, as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer the Shares, Warrants or Warrant Shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN 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 LAW AND, IF APPLICABLE, CANADIAN 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 QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER. 5.9 The Purchaser acknowledges the reporting requirements under US and Canadian securities laws which may be applicable to it in connection with the acquisition of the securities hereunder, including those of (i) section 13(d) of the Securities and Exchange Act of 1934, (ii) section 101 of the Securities Act (Ontario) and except as the indemnification agreements section 111 of the Securities Act (British Columbia), and (iii) section 107 of the Securities Act (Ontario) and section 87 of the Securities Act (British Columbia) (the provisions referred to in sections (ii) and (iii) relate to early warning requirements and insider reporting requirements applicable in connection with the acquisition by the Purchaser of common shares resulting in Section 9.3 hereof may be legally unenforceablethe Purchaser and persons acting jointly or in concert holding 10% or more of the common shares of the Company).

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement Securities 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 the Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares, except Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except Securities, nor will the Purchaser engage in any short sale of any Common Stock, whether or not short exempt, including any sale that results in a disposition of any of the Securities by the Purchaser, except, in any such case, in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Regulations and regulations promulgated thereunder. any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser complete as of the date hereof and will be true and correct complete as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the SharesSecurities, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares and Warrant Shares or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and the Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (c) For the benefit of the Company, the Purchaser previously agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company’s publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser’s confidential use. The Purchaser agrees to use the information contained in the Memorandum for the sole purpose of evaluating a possible investment in the Securities and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Securities. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on material non-public information, including information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. The obligation not to disclose information regarding this offering and the other obligations under this Section 5(c) will terminate upon the filing by the Company of a press release or press releases describing this offering. The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities, including, but not limited to, those set forth under the caption “Risk Factors” in the Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. (e) The Purchaser understands that no federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (f) The Purchaser understands that, (i) at all times the Warrants and (ii) until such time as the Registration Statement has been declared effective or the Shares or Warrant Shares may be sold pursuant to Rule 144(k) under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities will bear a restrictive legend in substantially the following form: “The Securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Securities may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” (g) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. (h) The Purchaser acknowledges that the prospectus delivery requirement under the Securities Act must be satisfied in order to effectively resell the Securities under the Registration Statement. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser hereby covenants that it will not sell any Shares or Warrant Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 120 days. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby represents and warrants to and covenants with the Company as follows, and acknowledges that the Company and its counsel are relying thereon, both at the date hereof and at the Closing Time: (1) The Purchaser is a newly formed entity, created specifically for the purpose of acquiring the Securities. The Purchaser understands and acknowledges that, under Rule 501(a)(8) of Regulation D under the U.S. Securities Act, as interpreted by Staff at the SEC, it is permissible to look through various forms of equity ownership to natural persons in determining that the Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D. As such, the Purchaser represents and warrants that the Purchaser has caused each such natural person to complete, execute and deliver a U.S. Accredited Investor Certificate in the form annexed to this Agreement as Schedule “C”, and that the Purchaser has determined that it therefore qualifies as an “accredited investor”. (2) The Purchaser and any beneficial purchaser for whom it is acting has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of such investment even if the entire investment is lost. (3) The Purchaser is domiciled in the jurisdiction set out on the face page of this Agreement. (4) The Purchaser has properly completed, executed and delivered within applicable time periods to the Company the applicable certificate(s) and/or form(s) (dated as of the date hereof) set forth in the Schedules and the information contained therein is true and correct. (5) The information, representations, warranties and covenants contained in the applicable Schedules will be true and correct both as of the date of execution of this Agreement and as of the Closing Date, if such dates are not the same date. (6) The execution and delivery of this Agreement, the performance and compliance with the terms hereof, the subscription for the Securities and the completion of the transactions described herein by the Purchaser will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the organizational documents, limited liability company operating agreement or resolution of the Purchaser, the Securities Laws or any other law applicable to the Purchaser, any agreement to which the Purchaser is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser. (7) The Purchaser is acquiring the Securities for investment purposes as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws). (8) This Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Purchaser. This Agreement is enforceable in accordance with its terms against the Purchaser. (9) If the Purchaser is: (a) the Purchasera corporation, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, duly incorporated and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in validly subsisting under the purchase laws of the Shares, including investments in securities issued by the Company, its jurisdiction of incorporation and has requestedall requisite legal and corporate power and authority to execute and deliver this Agreement, received, reviewed to subscribe for the Securities as contemplated herein and considered, all information to carry out and perform its obligations under the Purchaser deems relevant in making an informed decision to purchase the Shares.terms of this Agreement; or (b) a partnership, syndicate or other form of unincorporated organization, it has the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant necessary legal capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals 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 compliance with Section 5(c)respect thereof. (c10) There is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for Securities, the Purchaser covenants to indemnify and hold harmless the Company and its counsel with respect thereto and with respect to all costs reasonably incurred in the defence thereof. (11) If required by applicable Securities Laws or policies of the CSE, the Purchaser will notexecute, directly deliver and file 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 of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to assist the Company prior to the effective date of in filing such Registration Statement). (e) the Purchaser hasreports, in connection with its decision to purchase the Shares, relied undertakings and other documents with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties issue of the Company contained hereinSecurities and underlying securities as may be required by any securities commission, stock exchange or other regulatory authority. (f12) the The Purchaser is an "accredited investor" has not received or been provided with a prospectus or offering memorandum, within the meaning of Rule 501 of Regulation D promulgated under the Securities ActLaws, or any sales or advertising literature in connection with the Offering and the Purchaser’s decision to subscribe for the Securities was not based upon, and the Purchaser has not relied upon, any verbal or written representations as to facts made by or on behalf of the Company. The Purchaser’s decision to subscribe for the Securities was based solely upon the Transaction Documents (and corresponding ancillary documents) and the Public Record. (g13) None of the funds the Purchaser has full rightis using to purchase the Securities represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (the “USA PATRIOT Act”), power, authority and capacity the Purchaser acknowledges that the Corporation may in the future be required by law to enter into disclose the Purchaser’s name and other information relating to this Agreement and its subscription hereunder, on a confidential basis, pursuant to consummate the transactions contemplated hereby PCMLTFA and has taken all necessary action USA PATRIOT Act. To the best of its knowledge (i) none of the subscription funds to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement be provided by the PurchaserPurchaser (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, this Agreement the United States, or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to it, and (ii) it shall constitute a valid promptly notify the Corporation if the Purchaser discovers that any of such representations ceases to be true, and binding obligation to provide the Corporation with appropriate information in connection therewith. (14) The Purchaser has had an opportunity to seek the advice of independent counsel or such other advisors as the Purchaser requires in order to evaluate the investment in the Company and to fully understand the rights of holders of the PurchaserSecurities and the underlying securities. (15) The Purchaser has not purchased the Securities as a result of any form of general solicitation or general advertising (as those terms are understood pursuant to the provisions of Rule 502 of Regulation D), enforceable including advertisements, articles, press releases, notices or other communications published in accordance with its termsany newspaper, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium magazine or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to media or on the Internet, or broadcast over radio or television, or the Internet or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity solicitation or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceablegeneral advertising.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares., including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such the Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c).thereof; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares which form such Shares except in compliance with the Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), Rules and Regulations and any applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder.; (dv) the Purchaser has completed or caused to be completed the American Stock Certificate Exchange Questionnaire and the Registration Stock Certificate Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement).hereof; (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereof, not relied with respect to upon any representations or other information (whether oral or written) other than as set forth in the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein.; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct because such Purchaser meets at least one of the conditions set forth in Appendix III hereto. 5.2 The Purchase acknowledges that (gi) the Purchaser has full right, power, authority Shares have not been and capacity to enter into this Agreement and to consummate are not being registered under the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation provisions of the Purchaser1933 Act, enforceable and may not be transferred unless the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to Rule 144 promulgated under the 1933 Act; (ii) any sale of the Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with its termsthe terms of said Rule and further, except as enforceability if said Rule is not applicable, any resale of such Shares under circumstances in which the seller, or the person through whom the sale is made, may be limited by applicable bankruptcydeemed to be an underwriter, insolvencyas that term is used in the 1933 Act, reorganization, moratorium may require compliance with some other exemption under the 1933 Act or similar laws affecting creditors' the rules 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 the indemnification agreements regulations of the Purchaser in Section 9.3 hereof may be legally unenforceable.Securities and Exchange Commission ("Commission" or the "SEC") thereunder; and

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 Shares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) For the benefit of the Company, the Purchaser agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Shares. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases describing this offering. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Purchaser's investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser's purchase of the Shares, including, but not limited to, those set forth under the caption "Risk Factors" in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares initially will bear a restrictive legend in substantially the following form: "The Shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction. The Shares may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Shares. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the regulations thereunder) 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933Act, as amended (the "Securities Act"), Rules and Regulations and any applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder. ; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix Appendices I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gb) The Purchaser hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 IV hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, 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. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus, PROVIDED, HOWEVER, that the Company will not suspend the use of the prospectus for more than 60 consecutive days or more than twice in any 12 month period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, 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, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) For the benefit of the Company, the Purchaser previously agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company’s publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser’s confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Shares. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Shares, including, but not limited to, those set forth under the caption “Risk Factors” in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares will bear a restrictive legend in substantially the following form: “The Shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Shares may not be offered sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” (g) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Shares. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the Sharesshares of Common Stock, including investments in securities issued by the CompanyCompany and investments in development stage companies, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. shares of Common Stock; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Stock 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 or in any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, ) and the rules and regulations promulgated thereunder. ; (div) the Purchaser has completed or caused to be completed the Stock Certificate Prospective Investor Questionnaire, the Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, each attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of shares of Common Stock set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; and (vii) that the Purchaser will hold the Shares for a period of thirty (30) days following the Closing Date. (gb) The Purchaser hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied or otherwise complying with the Securities Act, and the Purchaser has full rightacknowledges and agrees that the Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by (1) a separate certificate (i) in the form of Appendix II hereto, power(ii) executed by an officer of, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the executionor other authorized person designated by, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of (iii) to the Purchaser, enforceable effect that (A) the Shares have been sold in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' the Registration Statement and contracting parties' rights generally and except as enforceability may be subject (B) the requirement of delivering a current prospectus has been satisfied; (2) an opinion of counsel reasonably satisfactory to general principles of equity (regardless of whether such enforceability the Company stating that registration is considered in a proceeding in equity or at law) and except as not required under the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.Securities Act; or

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (a) the The Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Shares. (b) the The Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 Persons regarding the distribution of such Shares, except in compliance with Section 5(c5.1(c). (c) the The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the The Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above SEC Documents and the representations and warranties of the Company contained herein. (fe) the The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (gf) the The Purchaser has full right, power, authority and capacity to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby by this Agreement and the Registration Rights Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Registration Rights Agreement. Upon the execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser, this Agreement and the Registration Rights Agreement shall each constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) as limited by equitable principles generally, including any specific performance and contracting parties' (iii) with respect to the Registration Rights Agreement, as rights generally to indemnity or contribution may be limited by state or federal laws or public policy underlying such laws. (g) The Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker dealer”) and is not affiliated with a registered broker dealer. The Purchaser is not party to any agreement for distribution of any of the Shares. 5.2 The Purchaser represents, warrants and covenants to the Company that the Purchaser has not, either directly or indirectly through an affiliate, agent or representative of the Company, engaged in any transaction in the securities of the Company other than with respect to the transactions contemplated herein, since the time that the Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby until the date hereof, except as enforceability may be subject set forth in filings made with the Commission pursuant to general principles of equity (regardless of whether such enforceability is considered the Exchange Act. The Purchaser represents and warrants to and covenants with the Company that the Purchaser has not engaged and will not engage in a proceeding in equity or at law) and except as the indemnification agreements any short sales of the Company’s Common Stock prior to the effectiveness of the Registration Statement (either directly or indirectly through an affiliate, agent or representative). 5.3 The Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in Section 9.3 hereof may be legally unenforceableconnection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (a) the The Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser knows about and deems relevant (including the SEC Documents) in making an informed decision to purchase the Shares. (b) the The Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 Persons regarding the distribution of such Shares, except in compliance with Section 5(c5.1(c). (c) the The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (ge) the The Purchaser has full right, all requisite corporate power, authority and capacity has taken all requisite corporate action, to enter into authorize, execute and deliver this Agreement and each of the other agreements and instruments contemplated herein to which the Purchaser is a party, to consummate the transactions contemplated hereby herein and has taken therein and to carry out and perform all necessary action to authorize of the execution, delivery Purchaser’s obligations hereunder and performance of this Agreementthereunder. Upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' and contracting parties' ’ rights generally and (ii) as limited by equitable principles generally, including any specific performance. (f) The Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker dealer”) and is not affiliated with a registered broker dealer. The Purchaser is not party to any agreement for distribution of any of the Shares. 5.2 The Purchaser has not, either directly or indirectly through an affiliate, agent or representative of the Company, engaged in any transaction in the securities of the Company other than with respect to the transactions contemplated herein, since the time that the Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby until the date hereof, except as enforceability may be subject set forth in filings made with the Commission pursuant to general principles of equity (regardless of whether such enforceability is considered the Exchange Act. 5.3 The Purchaser understands that nothing in a proceeding in equity this Agreement or at law) and except as the indemnification agreements of any other materials presented to the Purchaser in Section 9.3 hereof may be legally unenforceableconnection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like similar to that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth on Appendix I attached hereto 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 Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth on Appendix I attached hereto, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) For the benefit of the Company, the Purchaser previously agreed orally with the Placement Agents to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company’s publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser’s confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Shares. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Shares, including, but not limited to, those set forth under the caption “Risk Factors” in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares will bear a restrictive legend in substantially the following form: “The Shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Shares may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” (g) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Shares. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 90 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 120 days. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. , including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in the ordinary course of its business and signature page hereto, as principal for its own account for investment only and with no present intention of distributing any of such the Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c). thereof; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Securities Act of 1933Rules and Regulations and any applicable Canadian securities, as amended (the "Securities Act"), applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder. ; (dv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereof, not relied with respect to upon any representations or other information (whether oral or written) other than as set forth in the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein. ; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; (viii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct because such Purchaser meets at least one of the conditions set forth in Appendix III hereto and has completed the certificate attached as Appendix III, and (ix) if the Purchaser is a resident of the Provinces Ontario, Alberta or British Columbia, it is an “accredited investor” within the meaning of Rule 45-501 of the Ontario Securities Commission (in the case of residents of Ontario) or Multilateral Instrument 45-103 (in the case of residents of British Columbia or Alberta) and has completed the certificate attached as Appendix IV. 5.2 The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 The Purchaser further represents and warrants to, and covenants with, the Company that (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization, and (iii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.4 The Purchaser recognizes that an investment in the Shares is speculative and involves a high degree of risk, including a risk of total loss of the Purchaser’s investment. The Investor can bear the economic risk of this investment and can afford a complete loss thereof. 5.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser’s suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. The Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 5.6 The address set forth in the signature page hereto is the Purchaser’s true and correct domicile. 5.7 The Purchaser covenants to provide the Company an updated, accurate and complete plan of distribution at all times during which the Company is required to keep the Registration Statement in effect. 5.8 The Purchaser understands and agrees that each certificate or other document evidencing any of the Shares shall be endorsed with the legend in substantially the form set forth below, as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer the Shares without complying with the restrictions on transfer described in the legends endorsed on such certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN 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 LAW AND, IF APPLICABLE, CANADIAN 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 QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER. UNLESS PERMITTED UNDER SECURITIES LEGISLATION OF CANADA, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE OF CLOSING]. 5.9 If, prior to the Registration Statement being declared effective, the Company shall issue or sell any common stock for less than $0.40 per share or issue or sell any options, warrants or other securities convertible, exchangeable or exercisable into common stock (whether or not immediately convertible, exchangeable or exercisable) to subscribe for, purchase or acquire common stock for less than $0.40 per share, excluding options or warrants issuable to employees or consultants under the Company’s existing plans as currently in effect, then and successively upon each such issue, the Company shall issue to the Purchasers such quantity of additional shares of common stock as would have been issued had this transaction been completed at that lower issue price. 5.10 The Purchaser acknowledges the reporting requirements under US and Canadian securities laws which may be applicable to it in connection with the acquisition of the securities hereunder, including those of (i) section 13(d) of the Securities and Exchange Act of 1934, (ii) section 101 of the Securities Act (Ontario) and except as the indemnification agreements section 111 of the Securities Act (British Columbia), and (iii) section 107 of the Securities Act (Ontario) and section 87 of the Securities Act (British Columbia) (the provisions referred to in sections (ii) and (iii) relate to early warning requirements and insider reporting requirements applicable in connection with the acquisition by the Purchaser of common shares resulting in Section 9.3 hereof may be legally unenforceablethe Purchaser and persons acting jointly or in concert holding 10% or more of the common shares of the Company).

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (fv) the Purchaser is an either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 501 of Regulation D promulgated 144A(a)(1) under the Securities Act. Act and (gvi) during the period beginning on the date hereof and continuing until the date on which the Registration Statement referred to in Section 7 hereof is declared effective by the Commission (such period shall be referred to as the "Closing Period") the Purchaser has full rightnot engaged, powernor will engage in, authority and capacity any hedging or other transaction which is designed to enter into this Agreement and or reasonably expected to consummate lead to or result in a disposition during the transactions contemplated hereby and has taken all necessary action to authorize Closing Period of any Shares or other securities of the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement Company ("Company Securities") owned by the Purchaser, this Agreement shall constitute Purchaser (or as to which the Purchaser has a valid and binding obligation purchase obligation) even if such securities would be disposed of by someone other than the Purchaser. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box) or any purchase, enforceable in accordance sale or grant of any right (including without limitation any put or call option) with respect to any Company Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of 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 the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.value from Company Securities..

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 compliance with Section 5(c). (cb) The Purchaser hereby covenants with the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit Company not to make any offers to buy, purchase or otherwise acquire or take a pledge of) any sale of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of under the Registration Statement without delivering to be filed the transferee thereof a copy of the most recent prospectus related to the Shares provided to the Purchaser by the Company, and the answers thereto Purchaser acknowledges and agrees that such Shares are true and correct not transferable on the books of the Company unless pursuant to a valid exemption under the Securities Act or unless the certificate submitted to the best knowledge transfer agent evidencing the Shares is accompanied by a separate Notice of Transfer: (i) in the form of Appendix II hereto, (ii) executed by a broker, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus (the most recent prospectus related to the Shares provided to the Purchaser by the Company) has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Purchaser as of the date hereof and will be true and correct as of the effective date prospectus forming a part of the Registration Statement (provided until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser shall be entitled may thereafter effect sales pursuant to update such information by providing notice thereof said prospectus. The Purchaser further covenants to notify the Company prior to promptly of the effective date sale of such Registration Statement)all of its Shares. (ec) the The Purchaser hasfurther represents and warrants to, in connection with its decision to purchase the Sharesand covenants with, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. that (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution , and delivery of (ii) this Agreement by the Purchaserconstitutes a legal, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.in

Representations, Warranties and Covenants of the Purchaser. The Purchaser acknowledges, represents and warrants to to, and covenants with agrees with, the Company that: (a) It has had the Purchaseropportunity to review this Agreement and the Company’s filings with the Commission and has been afforded the opportunity to ask such questions as it has deemed necessary of, taking into account the personnel and resources it can practically bring to bear on the purchase receive answers from, representatives of the Shares contemplated hereby, is knowledgeable, sophisticated Company concerning the terms and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase conditions of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase offering of the Shares. (b) No agent of the Purchaser is acquiring Company has been authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the Shares being acquired by issue, placement, purchase and sale of the Purchaser pursuant to this 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 as set forth in compliance with Section 5(c)or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (ci) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full requisite 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. Upon the execution , and delivery of (ii) this Agreement by the Purchaser, this Agreement shall constitute constitutes a valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, except 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 equity. (regardless of whether such enforceability is considered d) Nothing in a proceeding in equity this Agreement, the Prospectus, the Disclosure Package or at law) and except as the indemnification agreements of any other materials presented to the Purchaser in Section 9.3 hereof may be legally unenforceableconnection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (e) Since the time that the Purchaser first began discussions with the Company about the transactions contemplated by this Agreement, the Purchaser has not directly or indirectly, nor, to its knowledge, has any person acting on behalf of or pursuant to any understanding with the Purchaser, (i) disclosed any information regarding the Offering to any third parties (other than the Purchaser’s legal and accounting advisors), or (ii) engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales involving the Company’s securities). The Purchaser covenants that, prior to the time that the transactions contemplated by this Agreement are publicly disclosed, neither it nor any person acting on its behalf or pursuant to any understanding with it will (A) disclose any information regarding the Offering to any third parties (other than the Purchaser’s legal and accounting advisors), or (B) engage in any transactions in the securities of the Company (including Short Sales). (f) The Purchaser’s signature page sets forth all securities of the Company held or beneficially owned by such Purchaser as of the date hereof. The Purchaser does not hold or beneficially own any other securities of the Company, except as indicated on the signature page hereto.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (aA) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company. Purchaser has had the opportunity to meet with representatives of the Company in order to ask questions regarding the Company and the terms of this Agreement, and Purchaser has requested, received, reviewed and considered, considered all information the Purchaser deems relevant (including the Offering Memorandum) in making an informed decision to purchase the Shares. (bB) the Purchaser is acquiring purchasing the Shares being acquired by the Purchaser pursuant to this 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 the Shares or any arrangement or understanding with any other persons regarding the distribution of such the Shares, except in compliance with Section 5(c). (cC) the Purchaser will shall 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 securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (dD) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix APPENDIXES I and Appendix II, respectively, in connection with the transactions contemplated by this Agreement as well as for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the Closing Date and the effective date of the applicable Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eE) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Offering Memorandum, the Additional Disclosure Documents and the representations and warranties of the Company contained herein. (fF) the Purchaser is an "accredited investor" within the meaning of Rule 501 (a) (1), (2) or (3) of Regulation D promulgated under the Securities Act or a "Qualified Institutional Buyer" within the meaning of Rule144A promulgated under the Securities Act. (gG) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms. (H) Purchaser is not, except as enforceability of the date hereof, beneficially holding 5% or more of the Company's outstanding Common Stock (which for the purpose of this paragraph shall mean 40, 650, 365 shares) and its investment pursuant to this Agreement will not increase the Purchaser's beneficial ownership of the Company's Common Stock (which for the purpose of this paragraph shall mean 40, 650, 365 shares) to 5% or more. Purchaser is aware that the Company's Certificate of Incorporation contains certain prohibitions regarding Purchaser's acquisition or ownership of more than 5% of the Company's Common Stock. 5.2 Purchaser is able to bear the economic risk of holding the Shares for an indefinite period, including the loss of Purchaser's entire investment. The Shares were not offered or sold to Purchaser by any form of general solicitation or advertising. 5.3 Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged prior to the Effective Date and, prior to the effectiveness of the Registration Statement, shall neither engage in any short sales of Common Stock nor sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to the Common Stock of the Company (collectively, a "Disposition") in violation of the Securities Act; nor will the Purchaser engage in any Disposition in violation of the Securities Act as long as any shares included in the Registration Statement remain unsold. 5.4 Purchaser understands that nothing in the Offering Memorandum, this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. 5.5 Purchaser understands that each of the representations and warranties of Purchaser may be limited relied upon by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' the Company in connection with the preparation 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 the indemnification agreements filing of the Purchaser Registration Statement (as defined in Section 9.3 hereof may be legally unenforceable8.1 below).

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, Units (including investments in securities issued by the Company, non-listed and non-registered securities) and has requested, received, reviewed and considered, considered all information the Purchaser he/she/it deems relevant in making an informed decision to purchase the Shares. Units; (bii) the Purchaser is acquiring the Common Stock and Warrant Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Common Stock or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution or purchase of such Common Stock and/or Warrant Shares, except in compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Common Stock and/or Warrant Shares except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), applicable blue sky lawsand the rules and regulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true terms and correct to the best knowledge conditions of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement this Agreement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eiv) the Purchaser has, in connection with his/her/its decision to purchase the SharesUnits set forth in Section 2 above, carefully read and considered the Company’s confidential private placement memorandum dated April 5, 2006, as amended, and the Company’s Form 10-KSB for the year ended December 31, 2005, together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described contained in Sections 4.4 and 5(a) above the foregoing memorandum, Exchange Act Reports and the representations and warranties of the Company contained in writing herein. , and has not received or relied upon any other statements, representations, warranties, covenants or assurances of the Company, (fv) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct (“Regulation D”); and (vi) the Purchaser understands that certificates representing the Common Stock and Warrant Shares, except as provided in Section 5.8 hereof, will contain a legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. (gb) The Purchaser hereby covenants with the Company that he/she/it will not directly or indirectly make any offer, sale, pledge, transfer or other disposition of the Common Stock and/or Warrant Shares other than in accordance with all applicable federal and state securities laws and the terms and conditions of this Agreement, including, but not limited to, the other representations, warranties and covenants of the Purchaser in this Section 6. (c) The Purchaser hereby covenants with the Company not to make any public sale of the Common Stock and/or Warrant Shares without effectively causing any applicable prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that the Common Stock and Warrant Shares are not transferable on the books of the Company unless the certificates submitted to the transfer agent evidencing the Common Stock and/or Warrant Shares are accompanied by a separate officer’s certificate: (i) executed by an officer of, or other authorized person designated by, the Purchaser, and (ii) to the effect that (A) the Common Stock and/or Warrant Shares have been sold in accordance with a Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied or does not apply. (d) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The Purchaser acknowledges that he/she/it has had such access to financial and except other information concerning the Company as he/she/it deemed necessary in connection with his/her/its decision to purchase the indemnification agreements Units, including an opportunity to ask questions and request information from the Company and its management, and all such questions have been answered and all information requested has been provided to the satisfaction of the Purchaser. (f) If the Purchaser proposes to sell, pledge, assign or otherwise transfer or convey, directly or indirectly, any of the Common Stock or Warrant Shares prior to the date that the Registration Statement becomes effective, then the Purchaser shall provide the Company, prior to any such sale, with a legal opinion in form and substance satisfactory to the Company that such sale, pledge, assignment, transfer or conveyance is exempt from the registration requirements under the Securities Act and any applicable state securities and blue sky laws. (g) The Purchaser acknowledges that the Units were not offered to the Purchaser by any means of general solicitation or general advertising. In that regard, the Purchaser is not subscribing for the Units: (i) as a result of, or subsequent to, becoming aware of any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, generally available electronic communication, broadcast over television or radio or generally available to the public on the internet or worldwide web; (ii) as a result of, or subsequent to, attendance at a seminar or meeting called by any of the means set forth in (i) above; or (iii) as a result of, or subsequent to, any solicitations by a person not previously known to the Purchaser in Section 9.3 hereof may connection with investment in securities generally. The Purchaser hereby acknowledges that neither the offering of the Units nor the Company’s confidential private placement memorandum dated April 5, 2006, have been reviewed by the Securities and Exchange Commission (the “SEC”) or by a state securities regulator because the offering of the Units is intended to be legally unenforceablea nonpublic offering pursuant to Sections 4(2) and 4(6) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. (h) The Purchaser understands that the Company will review this Agreement; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription for any reason or for no reason and to close this offering at any time. (i) The Purchaser is not relying on Taglich Brothers, Inc., the Company or any information in the Memorandum with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of the Units. The Purchaser has relied solely upon the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of the Units, the Purchaser’s legal counsel, business and/or investment adviser, accountant and tax advisor. (j) All information that the Purchaser has provided concerning the Purchaser and the Purchaser’s financial position is true, correct and complete.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Resale Registration Statement or, except in compliance other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Purchaser's Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Resale Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof hereof, and the Purchaser will notify the Company of any changes therein so that such information will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Resale Registration Statement). ; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (d) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (e) The Purchaser understands that, until such time as the Resale Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." (f) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (g) The Purchaser hereby covenants with the Company not to make any sale of the Shares under the Resale Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Purchaser may satisfy the prospectus delivery requirements by disclosing to a selling broker the existence of the requirement to sell the Shares in accordance with the Resale Registration Statement and making arrangements with such broker to deliver a current prospectus in connection with any such sale, and the Purchaser 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 Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Resale Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Resale Registration Statement until such time as an amendment to the Resale Registration Statement has been filed by the Company and 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, to the extent provided in the last paragraph of Section 7.1. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus, to the extent such suspension is permitted pursuant to the terms of the last paragraph of Section 7.1. (h) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares., including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the offering of the Shares pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such the Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c).thereof; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares which form such Shares except in compliance with the Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), Rules and Regulations and any applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder.; (dv) the Purchaser has completed or caused to be completed the American Stock Certificate Exchange Questionnaire and the Registration Stock Certificate Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement).hereof; (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereof, not relied with respect to upon any representations or other information (whether oral or written) other than as set forth in the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein.; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct because such Purchaser meets at least one of the conditions set forth in Appendix III hereto. 5.2 The Purchaser acknowledges that (gi) except as provided for in the Registration Rights Agreement, the Shares have not been and are not being registered under the provisions of the 1933 Act, and may not be transferred unless the Purchaser has full rightshall have delivered to the Company an opinion of counsel, powerreasonably satisfactory in form, authority scope and capacity substance to enter into this Agreement and the Company, to consummate the transactions contemplated hereby and has taken all necessary action effect that the Shares to authorize be sold or transferred may be sold or transferred pursuant to Rule 144 promulgated under the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation 1933 Act; (ii) any sale of the Purchaser, enforceable Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with its termsthe terms of said Rule and further, except as enforceability if said Rule is not applicable, any resale of such Shares under circumstances in which the seller, or the person through whom the sale is made, may be limited by applicable bankruptcydeemed to be an underwriter, insolvencyas that term is used in the 1933 Act, reorganization, moratorium may require compliance with some other exemption under the 1933 Act or similar laws affecting creditors' the rules 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 the indemnification agreements regulations of the Purchaser in Section 9.3 hereof may be legally unenforceable.Securities and Exchange Commission ("Commission" or the "SEC") thereunder; and

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976 and the regulations thereunder) 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933Act, as amended (the "Securities Act"), Rules and Regulations and any applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder. ; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set (b) The Purchaser hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, relied and the Purchaser 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 Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with respect 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. The Purchaser 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 to the Registration Statement has been filed by the Company and its affairs solely upon declared effective by the information delivered Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser as described in Sections 4.4 and 5(a) above and hereby covenants that it will not sell any Shares pursuant to said prospectus during the representations and warranties period commencing at the time at which the Company gives the Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company contained hereingives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (fc) The Purchaser further represents and warrants to, and covenants with, the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Company that (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Shares or any Shares, and no arrangement or understanding exists with any other persons regarding the distribution of such Shares, except Shares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, except (as to each of (A), (B) and (C)) in compliance with the Securities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable, (A) offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofof any of the Shares, (B) engage in any short sale which results in a disposition of any of the Shares by Purchaser, or (C) hedge the economic risk of the Purchaser's investment in the Shares; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Shares or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) For the benefit of the Company, the Purchaser previously agreed orally with the Placement Agent to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in compliance connection with its proposed investment in the Shares, which advisors shall also be bound by this paragraph. Further, the Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the issuance by the Company of a press release or press releases describing this offering to the extent of the information contained in such press release or press releases. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Purchaser's investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser's purchase of the Shares, including, but not limited to, those set forth under the caption "Risk Factors" in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (f) The Purchaser understands that, until such time as the Shares have been sold pursuant to the Registration Statement or may be sold by non-affiliates pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against the transfer of the certificates for the Shares):: "The Shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction. The Shares may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable blue sky securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the rules Purchaser acknowledges and regulations promulgated thereunder. 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 Purchaser's Certificate of Subsequent Sale: (di) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and Shares have been sold in accordance with the Registration QuestionnaireStatement, attached hereto as Appendix I the Securities Act and Appendix II, respectively, for any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Shares. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date Prospectus forming a part of the Registration Statement (a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 60 days; provided that the Purchaser Company shall be entitled remain liable for liquidated damages pursuant to update such information by providing notice thereof Section 7 hereof with respect to any Suspensions exceeding the Company prior to the effective date of such Registration Statement)aforementioned permitted periods. (ei) the The Purchaser hasfurther represents and warrants to, in connection with its decision to purchase the Sharesand covenants with, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. that (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the Shareshereunder, including investments in securities issued by the Company, and has requested, received, reviewed and considered, understood all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. securities hereunder, including, without limitation, the information contained in the Information Documents; (bii) it acknowledges that the offering of the securities pursuant to this Agreement has not been reviewed by the Commission or any state or Canadian regulatory authority; (iii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement securities set forth in the ordinary course of its business and signature page hereto, for its own account for investment only and with no present intention of distributing any of such the Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c). thereof; (civ) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrants except in compliance with the Securities Act, the Securities Act of 1933, as amended (the "Securities Act"), Rules and Regulations and any applicable state securities or blue sky laws, and the rules and regulations promulgated thereunder. ; (dv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, attached hereto as Appendix APPENDIX I and Appendix APPENDIX II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser has, in connection with its decision to purchase enter into this Agreement not relied upon any representations or other information (whether oral or written) other than as set forth in the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Information Documents and the representations and warranties of the Company contained herein. ; (fvii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of the Purchaser; and (viii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. 5.2 The Purchaser hereby covenants with the Company not to make any sale of the Shares or Warrants, or of the Common Shares issuable upon exercise of such Warrants (gthe "Warrant Shares) without satisfying the prospectus delivery requirements under the Securities Act, if any. 5.3 The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the Purchaser is duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization, and (iii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.4 The Purchaser recognizes that an investment in the Company's securities is speculative and involves a high degree of risk, including a risk of total loss of the Purchaser's investment. 5.5 All of the information provided to the Company or its agents or representatives concerning the Purchaser's suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. The Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 5.6 The address set forth in the signature page hereto is the Purchaser's true and correct domicile. 5.7 The Purchaser covenants to provide the Company an updated, accurate and complete plan of distribution at all times during which the Company is required to keep the Registration Statement in effect. 5.8 The Purchaser understands and agrees that each certificate or other document evidencing any of the Shares or Warrant Shares shall be endorsed with the legend in substantially the form set forth below and the certificate evidencing the Warrants shall be endorsed with the legend in substantially the form set forth in Appendix III, as well as any other legends required by applicable law, and the Purchaser covenants that the Purchaser shall not transfer the Shares, Warrants or Warrant Shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN 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 LAW AND, IF APPLICABLE, CANADIAN 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 QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER. 5.9 The Purchaser acknowledges the reporting requirements under US and Canadian securities laws which may be applicable to it in connection with the acquisition of the securities hereunder, including those of (i) section 13(d) of the Securities and Exchange Act of 1934, (ii) section 101 of the Securities Act (Ontario) and except as the indemnification agreements section 111 of the Securities Act (British Columbia), and (iii) section 107 of the Securities Act (Ontario) and section 87 of the Securities Act (British Columbia) (the provisions referred to in sections (ii) and (iii) relate to early warning requirements and insider reporting requirements applicable in connection with the acquisition by the Purchaser of common shares resulting in Section 9.3 hereof may be legally unenforceablethe Purchaser and persons acting jointly or in concert holding 10% or more of the common shares of the Company).

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with the Company that: (a) the Purchaserwith, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, as of the date hereof and has requestedas of the Closing Date, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. that: (bi) the Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) the Purchase is acquiring the Shares being acquired by the Purchaser pursuant to this 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 other than to any arrangement or understanding with any other persons regarding affiliate of the distribution Purchaser unless the resale of such Shares, except in compliance with Section 5(c). the Shares is registered under the Securities Act; (ciii) the Purchaser will not, directly or indirectly, voluntarily 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 Shares, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. ; (div) the Purchaser has completed or caused had an opportunity to be completed ask questions and receive answers from the Stock Certificate Questionnaire management of the Company and Nexar regarding Nexar, its business and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation offering of the Registration Statement to be filed by the Company, Shares; and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser Purchase has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (fb) The Purchaser agrees not to make any sale of the Purchaser is Shares except pursuant to an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated effective registration statement under the Securities ActAct or an exemption from the registration requirements thereof. (gc) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, usury, fraudulent conveyance 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). (d) The Purchase represents that it understands and except agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 promulgated thereunder, all certificates evidencing the Shares shall bear a legend, prominently stamped or printed therein, reading substantially as follows: "The securities represented by this certificate have not been registered under the indemnification agreements Securities Act of 1933, as amended, or the Purchaser securities laws of any state. These securities have been acquired for investment and not with a view toward distribution or resale. Such securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in Section 9.3 hereof may be legally unenforceablethe absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, unless the holder shall have obtained an opinion of counsel satisfactory to the corporation that such registration is not required."

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares Units contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the SharesUnits, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Units; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement number of Units set forth in Section 2 above 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 Units or any arrangement or understanding with any other persons regarding the distribution of such Shares, except Units (this representation and warranty not limiting the Purchaser's right to sell in compliance with Section 5(cthe future). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) of any of the Shares Units except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and 4 regulations promulgated thereunder. ; (div) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Funds Transfer Questionnaire, both attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement I; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Units set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to the Purchaser as described in Sections Section 4.4 and 5(a) above and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed or caused to be completed the Investor Qualification Questionnaire attached hereto as Appendix II. (gb) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable).

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company and the Selling Stockholders as of the date of this Agreement and as of the date of the Closing that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 SharesShares (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or, except in compliance other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c8.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (d) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (e) The Purchaser understands that, until such time as the Registration Statement has been declared effective and the certificate in the form of Appendix II hereto has been delivered to the Company or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act." (f) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (g) The Purchaser 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 to be satisfied, and the Purchaser 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 Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (h) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 8.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) 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 compliance with Shares within the meaning of Section 5(c). 2(11) of the Securities Act; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gb) Unless such sale is pursuant to an applicable exemption from the Securities Act, the Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirement under the Securities Act, and the Purchaser 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 Purchaser, 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. The Purchaser 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 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. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gb) The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirement under the Securities Act, and the Purchaser 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 Purchaser, 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. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. The As of the date hereof, the Purchaser hereby represents and warrants to and covenants with the Company that: (a) The Purchaser has received (or otherwise had made available to him by the Purchaser, taking into account filing by the personnel and resources it can practically bring to bear on Company of an electronic version thereof with the purchase Commission) the Base Prospectus which is a part of the Shares contemplated herebyRegistration Statement, and the documents incorporated by reference therein (collectively, the “Disclosure Package”), prior to or in connection with the execution of this Agreement. The Purchaser acknowledges that, prior to the delivery of this Agreement to the Company, the Purchaser will receive certain additional information regarding the Offering, including pricing information (the “Offering Information”). Such information may be provided to the Purchaser by any means permitted under the Act, including the Prospectus Supplement, a free writing prospectus and oral communications. (b) The Purchaser (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make, make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Company and investments in comparable companies and has requested, received, reviewed such information and considered, all information made such inquiries regarding the Purchaser deems relevant in making an informed decision to Company and the purchase of the Shares. Shares as he has deemed appropriate and (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c). (c) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its his decision to purchase the Shares, relied with respect has received (or had full access to) and is relying only upon the Disclosure Package and the documents incorporated by reference therein. (c) The Purchaser understands that nothing in this Agreement, the Disclosure Package or any other materials presented to the Company Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as he, it his sole discretion, has deemed necessary or appropriate in connection with his purchase of the Shares. (d) No person or entity acting on behalf of, or under the authority of, the Purchaser is or will be entitled to any broker’s, finder’s, or similar fees or commission payable by the Company. (e) Since the date that the Purchaser became aware of the proposed Offering, the Purchaser has not disclosed any information regarding the Offering to any third parties (other than its affairs solely upon legal, accounting and other advisors) and has not engaged in any purchases or sales of the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties securities of the Company contained (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). The Purchaser agrees that it will not use any of the Shares 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. (f) No offer by the Purchaser is an "accredited investor" within to buy the meaning Shares will be accepted and no part of Rule 501 of Regulation D promulgated under the Securities Act. (g) Purchase Price will be delivered to the Company until the Purchaser has full right, power, authority received the Offering Information and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and Company has taken all necessary action to authorize the execution, delivery and performance accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. Upon An indication of interest will involve no obligation or commitment of any kind until the execution Purchaser has been delivered the Offering Information and delivery of this Agreement is accepted and countersigned by the Purchaser, this Agreement shall constitute a valid and binding obligation or on behalf of the PurchaserCompany. The Purchaser understands and agrees that the Company, enforceable in accordance with its termssole discretion, except as enforceability may be limited by applicable bankruptcyreserves the right to accept or reject this subscription for Shares, insolvency, reorganization, moratorium in whole 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 the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceablepart.

Representations, Warranties and Covenants of the Purchaser. 5.1 Securities Law Representations and Warranties The Purchaser represents and represents, warrants to and covenants with to the Company thatas follows: (a) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the SharesSecurities. (b) the The Purchaser is acquiring the Shares being acquired by and will acquire the Purchaser pursuant to this Agreement Conversion Shares and Dividend Shares in the ordinary course of its business and for its own account for investment only (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and with the regulations thereunder) only, and has no present intention of distributing any of such Shares or the Securities nor any arrangement or understanding with any other persons regarding the distribution of such SharesSecurities within the meaning of Section 2(11) of the Securities Act, except other than as contemplated in compliance with Section 5(c)7 of this Agreement. (c) the The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, the Securities Exchange Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the respective rules and regulations promulgated thereunderthereunder (collectively the "Rules and Regulations"). (d) the The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached hereto to this Agreement as Appendix Appendices I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company(as defined in Section 7.3 below), and the answers thereto to the Questionnaires are true and correct to the best knowledge of the Purchaser as of the date hereof of this Agreement and will be true and correct as of the effective date of the Registration Statement (Statement; provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to before the effective date of such Registration Statement). (e) the The Purchaser has, in connection with its decision to purchase the number of Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Company Documents and the representations and warranties of the Company contained hereinin this Agreement. (f) the The Purchaser is an a "accredited investorqualified institutional buyer" within the meaning of Rule 501 of Regulation D 144A promulgated under the Securities Act. (g) The Shares were not offered to the Purchaser has full right, power, authority and capacity through any form of general solicitation or general advertising. (h) The Purchaser's office at which the decision to enter into this Agreement and invest in the Securities was made is set forth on the signature page to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; and (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gb) The Purchaser hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser 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 Purchaser, 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. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser 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 Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. (c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to to, and covenants with with, the Company that: (a) The Purchaser is a qualified institutional buyer as defined in Rule 144A under the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Securities Act (a "QIB") and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. The Purchaser is experienced in evaluating companies such as the Company. At no time was the Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or, to the Purchaser's knowledge, any other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. (b) the The Purchaser is acquiring the number of Shares being acquired by set forth on the Purchaser pursuant to this Agreement signature page hereto 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 other than as contemplated in compliance with Section 5(c)8 of this Agreement. (c) the The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Shares, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the applicable rules and regulations promulgated of the Commission thereunder. (d) The Purchaser will have, on or prior to February 6, 2002, furnished to the Purchaser has Company a fully completed or caused to be completed the Stock Certificate Selling Stockholder Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, hereto for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge all of the Purchaser as of the date hereof and information contained therein will be true and correct as of the effective such date and as of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement)Closing Date. (e) The Purchaser will notify the Company immediately of any change in any such information until such time as the Purchaser has, in has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective. (f) In connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereto, the Purchaser (i) has relied with respect to the Company and its affairs solely only upon the information delivered to Purchaser as described in Sections 4.4 Exchange Act Documents and 5(a) above and Press Releases, the representations and warranties of the Company contained herein. herein and the information received pursuant to Section 7(a), and (fii) the Purchaser is an "accredited investor" within the meaning has not relied on any information or advice furnished by or on behalf of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.Xxxxxx Xxxxxxx & Co.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Common Stock and has requested, received, reviewed and considered, considered all information the Purchaser he/she/it deems relevant in making an informed decision to purchase the Shares. Common Stock; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement Common Stock set forth in Section 2 above in the ordinary course of his/her/its business and for his/her/its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such Shares, except in compliance with Section 5(c). Common Stock; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Common Stock except in compliance with the Securities Act of 1933, as amended (the "“Securities Act"”), applicable blue sky lawsand the rules and regulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true terms and correct to the best knowledge conditions of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement this Agreement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eiv) the Purchaser has, in connection with his/her/its decision to purchase the SharesCommon Stock set forth in Section 2 above, read and considered the Company’s Form 10-KSB for the year ended December 31, 2002, together with such other of the Company’s Exchange Act Reports as the Purchaser considered appropriate, and has relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described contained in Sections 4.4 and 5(a) above the Company’s Exchange Act Reports and the representations and warranties of the Company contained in writing herein. , and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (fv) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct (“Regulation D”); and (vi) the Purchaser understands that the Common Stock, except as provided in Section 5.8 hereof, will contain a legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. (gb) The Purchaser hereby covenants with the Company that he/she/it will not directly or indirectly make any offer, sale, pledge, transfer or other disposition of the Common Stock other than in accordance with all applicable federal and state securities laws and the terms and conditions of this Agreement, including, but not limited to, the other representations, warranties and covenants of the Purchaser in this Section 6. (c) The Purchaser hereby covenants with the Company not to make any public sale of the Common Stock without effectively causing any applicable prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that the Common Stock is not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Common Stock is accompanied by a separate officer’s certificate: (i) executed by an officer of, or other authorized person designated by, the Purchaser, and (ii) to the effect that (A) the Common Stock has been sold in accordance with a Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied or does not apply. (d) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The Purchaser acknowledges that he/she/it has had such access to financial and except other information concerning the Company and the Common Stock as he/she/it deemed necessary in connection with his/her/its decision to purchase same, including an opportunity to ask questions and request information from the indemnification agreements Company and its management, and all such questions have been answered and all information requested has been provided to the satisfaction of the Purchaser. (f) If the Purchaser proposes to sell, pledge, assign or otherwise transfer or convey, directly or indirectly, any of the Common Stock prior to the date that the Registration Statement becomes effective, then the Purchaser shall provide the Company, prior to the sale of any such Common Stock, with a legal opinion in Section 9.3 hereof may be legally unenforceableform and substance satisfactory to the Company that such sale, pledge, assignment, transfer or conveyance is exempt from the registration requirements under the Securities Act and any applicable state securities and blue sky laws.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement and Warrants set forth in Section 2 above 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares, except Securities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in, or permit any party on behalf of the Purchaser or for the benefit of the Purchaser to engage in, any short sale that results, or may result, in a disposition of any of the Securities (including the Warrant Shares) by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws, nor will the Purchaser, prior to public announcement of the issuance or proposed issuance of Securities pursuant to the Agreements, engage in, or permit any party on behalf of the Purchaser or for the benefit of the Purchaser to engage in, any structured asset monetization and protection strategy "STAMPS" , contingent forward, or other hedging transaction with respect to any of the Securities; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the Securities Filings and the representations and warranties of the Company contained herein and such Purchaser is not purchasing any of the Securities as a result of any advertisement, notice, article or other communication published in or broadcast over any medium presented at any seminar or any other general solicitation or general advertisement; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is and will be at Closing an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser hereby acknowledges that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (c) The Purchaser understands and agrees that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases or a Form 8-K describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below); provided that in no event shall such notice of Suspension contain any material nonpublic information, other than information relating to the fact that the Company is in a Suspension. The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or order of any other applicable regulatory authority having jurisdiction over the Purchaser or any other applicable legal procedure, it shall provide, unless prohibited by applicable law, the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser's investment, and subject to and in reliance upon the correctness, accuracy and completeness of the Company's representations and warranties in Section 4 hereof, the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser's purchase of the Securities. The Purchaser understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (f) The Purchaser understands that the Securities and the Warrant Shares will bear a restrictive legend in substantially the following form: "The Securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction. The Securities may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable blue sky securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws." (g) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Securities (including any Warrant Shares) under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the rules Purchaser acknowledges and regulations promulgated thereunder. agrees that such Securities (dincluding any Warrant Shares) are not transferable on the books of the Company in connection with any such sale unless the certificate submitted to the transfer agent evidencing the Securities (including any Warrant Shares) is accompanied by a separate Purchaser's Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and Securities (including any Warrant Shares) have been sold in accordance with the Registration QuestionnaireStatement, attached hereto as Appendix I the Securities Act and Appendix II, respectively, for any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Securities under the Registration Statement. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date Prospectus forming a part of the Registration Statement (provided a "Suspension") until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser hereby covenants that it will not sell any Securities (including any Warrant Shares) pursuant to said Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be entitled to update such information by providing notice thereof to for a period of longer than 45 consecutive days, and no Suspensions shall be for a period of longer than 60 days in the Company prior to the effective date of such Registration Statement)aggregate in any 12-month period. (ei) the The Purchaser hasfurther represents and warrants to, in connection with its decision to purchase the Sharesand covenants with, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. that (fi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated entity duly organized, validly existing and in good standing under the Securities Act. (g) laws of the Purchaser jurisdiction of its organization and 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. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. (j) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser is in Section 9.3 hereof may compliance with Executive Order 13224 and the regulations administered by the U.S. Department of the Treasury ("Treasury") Office of Foreign Assets Control, (ii) the Purchaser, its parents, subsidiaries, affiliated companies, officers, directors and partners, and to the Purchaser's knowledge, its shareholders, owners, employees, and agents, are not on the List of Specially Designated Nationals and Blocked Persons ("SDN List") maintained by Treasury and have not been designated by Treasury as a financial institution of primary money laundering concern, (iii) to the Purchaser's knowledge after reasonable investigation, all of the funds to be legally unenforceableused to acquire the Securities are derived from legitimate sources and are not the product of illegal activities, and (iv) the Purchaser is in compliance with all other applicable U.S. anti-money laundering laws and regulations and has implemented, if applicable, an anti-money laundering compliance program in accordance with the requirements of the Bank Secrecy Act, as amended by the USA PATRIOT Act, Pub.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the Shares being acquired by Securities set forth on the Purchaser pursuant to this Agreement signature page hereto 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 view toward the public sale or distribution thereof, and no arrangement or understanding exists with any other persons regarding the public sale or distribution of any Securities (this representation and warranty not limiting the Purchaser's right to sell any Registrable Shares pursuant to the Registration Statement or in compliance with an exemption from registration under the Securities Act or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser's right to indemnification under Section 7.3); (iii) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in the preparation of the Registration Statement, and the answers thereto are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the effective date of the Registration Statement, and the Purchaser will notify the Company immediately of any material change in any such Sharesinformation provided in the Registration Statement Questionnaire; (iv) the Purchaser has, in connection with its decision to purchase the number of Purchased Shares and Purchased Warrants set forth on the signature page hereto, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (v) the Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (vi) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Securities or the Company is no longer required to keep the Registration Statement effective. The Purchaser acknowledges that it may not, except in compliance with Section 5(c). (c) the Purchaser will notSecurities Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable, 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 Securities or engage in any Short Sale (as defined below). (b) The Purchaser represents and warrants to, and covenants with, the Company that neither it nor any Purchaser/Affiliate (as defined in Section 7.3 and which (x) had knowledge about the transactions contemplated hereby, (y) has or shares discretion relating to Purchaser's investments or trading or information concerning Purchaser's investments, including the Units, or (z) is subject to Purchaser's review or input concerning such Purchaser/Affiliate's investments or trading) has or will, directly or indirectly, during the period beginning on the date on which the Purchaser was first notified that the Company intended to engage in the transactions contemplated by this Agreement and ending on the date that the Company files the 8-K Filing (as defined in Section 4.28) in accordance with Section 4.28 hereof, engage (i) in any "short sale" (as defined in Rule 3b-3 promulgated under the Exchange Act), including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a "put equivalent position" (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Common Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any of the economic consequences of ownership, or otherwise dispose of, any of the Securities by Purchaser or (ii) in any hedging transaction which establishes a net short position with respect to the Securities (clauses (i) and (ii) together, a "SHORT SALE"); except for (A) Short Sales by a Purchaser/Affiliate which was, prior to the date on which the Purchaser was first notified that the Company intended to engage in the transactions contemplated by this Agreement, a market maker for the Common Stock, provided that such Short Sales are in the ordinary course of such Purchaser/Affiliate's business and are in compliance with the Securities Act Act, the Rules and Regulations and such other securities or Blue Sky laws as may be applicable or (B) Short Sales by a Purchaser/Affiliate which by virtue of 1933, as amended the procedures of the Purchaser are made without knowledge of the transactions contemplated in this Agreement and were not induced or encouraged by the Purchaser. (c) The Purchaser understands that the "Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of Securities Act"), applicable blue sky the Rules and Regulations and state securities laws, and that the rules Company is relying upon the truth and regulations promulgated thereunderaccuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (d) The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Securities and the Purchaser hereby acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Purchase Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents except to its advisors and representatives for the purpose of evaluating such investment. The Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order and shall provide the Company with reasonable assistance in obtaining such protective order at the Company's sole expense. (e) The Purchaser understands that its investment in the Securities involves a significant degree of risk and that the market price of the Common Stock has completed or caused been and continues to be completed volatile and that no representation is being made as to the Stock Certificate Questionnaire future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. The Purchaser has had a reasonable opportunity to ask questions of the Company and its representatives; and the Registration QuestionnaireCompany has answered all inquiries that the Purchaser or the Purchaser's representatives have put to it. (f) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (g) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act and will not sell, attached hereto offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Purchased Shares unless (i) pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a sale, assignment or transfer of the Securities may be made without registration under the Securities Act and the transferee agrees to be bound by the terms and conditions of this Agreement, (iii) the Purchaser provides the Company with evidence of compliance with Rule 144 promulgated under the Securities Act ("RULE 144"), including reasonable assurances (in the form of seller and broker representation letters) that the Purchased Shares can be sold pursuant to Rule 144, (iv) pursuant to Rule 144(k) following the applicable holding period, (v) pursuant to any other exception contained in the Securities Act provided that the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form. (h) The Purchaser understands that, until such time as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement has been declared effective or the Purchased Shares and Underlying Shares (the "REGISTRABLE SHARES") may be sold by non-affiliates of the Company pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the certificates for the Registrable Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Registrable Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT." (i) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (j) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be filed by the Companysatisfied, and the answers thereto Purchaser acknowledges and agrees that such Registrable Shares are true and correct not transferable on the books of the Company unless the certificate submitted to the best knowledge Transfer Agent evidencing the Registrable Shares is accompanied by a separate Purchaser's Certificate of Subsequent Sale (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person on behalf of, the Purchaser, and (iii) to the effect that (A) the Registrable Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or Blue Sky laws and (B) if applicable, the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Purchaser as of the date hereof and will be true and correct as of the effective date prospectus forming a part of the Registration Statement (a "SUSPENSION") until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or such time as such prospectus has been supplemented, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which it receives written notice of the Suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser shall not be prohibited from selling the Registrable Shares under the Registration Statement as a result of a Suspension or Suspensions: (i) for more than thirty (30) days in the case of any Suspension, (ii) Suspensions on more than one (1) occasion in any 6-month period, (iii) Suspensions on more than two (2) occasions in any 12-month period or (iv) Suspensions aggregating forty-five (45) days or more in any 12-month period; provided that the Purchaser Company shall be entitled remain liable for liquidated damages pursuant to update such information by providing notice thereof Section 7.6 hereof with respect to any Suspension or Suspensions exceeding the Company prior to the effective date maximum allowed period for a Suspension or Suspensions (or maximum number of such Registration StatementSuspensions). (ek) the The Purchaser hasfurther represents and warrants to, in connection with its decision to purchase the Sharesand covenants with, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. that (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon ; (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable. (l) The Purchaser acknowledges the following disclosure, which is set forth herein as required pursuant to Section 25102(a) of the California Corporate Securities Law of 1968: "THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT."

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares (or the Underlying Shares) or any arrangement or understanding with any other persons regarding the distribution of such Shares (or the Underlying Shares, except in compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Underlying Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyI, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof hereof; (v) the Purchaser will complete and deliver, or cause to be completed and delivered, to the Company within 10 days after the date the Shares are converted into Underlying Shares, the Registration Statement Questionnaire, attached hereto as Appendix I, for use in preparation of the Registration Statement, and the answers thereto will be true and correct as of the date of the Questionnaire is delivered to the Company and as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (evi) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, (a) relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above Offering Materials and the representations and warranties of the Company contained herein. herein and (fb) had a reasonable opportunity to ask questions of, and receive answers from, the Company concerning the Company and the offering of the Shares; (vii) the Purchaser acknowledges that the price and terms of the Preferred Stock offered hereby have been determined by negotiation based in part on the market price for the Common Stock, and that it does not necessarily bear any relationship to the assets, book value or potential performance of the Company or any other recognized criteria of value; and (viii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (gb) The Purchaser hereby covenants with the Company not to (1) make any sale of the Shares except in compliance with the Securities Act and the Rules and Regulations, and the Purchaser acknowledges and agrees that the Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the Shares have been sold in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or Blue Sky laws, and (2) make any sale of the Underlying Shares without satisfying the prospectus delivery requirement under the Securities Act, and the Purchaser acknowledges and agrees that the Underlying Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Underlying 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 Purchaser and (iii) to the effect that (A) the Underlying 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. The Purchaser 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 to the Registration Statement has been filed by the Company and 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. The Purchaser hereby covenants that it will not sell any Underlying Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of its Underlying Shares. (c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 9.3 7.3 hereof may be legally unenforceable.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 SharesShares (it being understood that the foregoing does not limit the Purchaser's right to sell Shares pursuant to the Registration Statement or, except in compliance other than with respect to any claims arising out of a breach of this Section 5(c5, the Purchaser's right to indemnification pursuant to Section 7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Stock Certificate Questionnaire, both attached hereto as Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. ; and (gvi) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate is not a "dealer" within the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation meaning of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Securities Act 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 "broker" or at law) and except as "dealer" within the indemnification agreements meaning of the Purchaser in Section 9.3 hereof may be legally unenforceableExchange Act.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. ; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement set forth in Section 2 above 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 compliance with Section 5(c). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement Statement; and (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (fv) the Purchaser is an either a "large institutional accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) (and within the meaning of the SEC No Action Letters: Black Box, Inc. (June 26, 1990) and Squadron, Elenoff, Pleasant & Xxxxxx (February 28, 1992)) or is a "qualified institutional buyer" as such term is defined in Rule 501 of Regulation D promulgated 144A(a)(1) under the Securities Act. (gb) The Purchaser understands that the Purchaser has full rightShares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, powerthe Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, 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. Upon the execution and delivery of this Agreement by the Purchaser's compliance with, this Agreement shall constitute a valid the representations, warranties, agreements, acknowledgments and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements understandings of the Purchaser set forth herein in Section 9.3 hereof order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (d) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (e) The Purchaser understands that until the Shares may be legally unenforceablesold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of the certificates for the Shares): "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act." (f) The Purchaser's principal executive offices are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the number of Shares being acquired by the Purchaser pursuant to this Agreement and Warrants set forth in Section 2 above 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares, except Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities (including the Warrant Shares) by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as part of Appendix I and Appendix II, respectivelyI, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of Shares and Warrants set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 Private Placement Memorandum and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities ActAct ; and (vii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of its Securities or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (c) For the benefit of the Company, the Purchaser previously agreed orally with the Placement Agents to keep confidential all information concerning this private placement. The Purchaser understands and agrees that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD. This obligation will terminate upon the filing by the Company of a press release or press releases or a Form 8-K describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below); provided that in no event shall such notice of Suspension contain any material nonpublic information, other than information relating to the fact that the Company is in a Suspension. The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or order of any other applicable regulatory authority having jurisdiction over the Purchaser or any other applicable legal procedure, it shall provide, unless prohibited by applicable law, the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order. (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities. The Purchaser understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (f) The Purchaser understands that the Securities and the Warrant Shares will bear a restrictive legend in substantially the following form: “The Securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Securities may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” (g) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Securities (including any Warrant Shares) under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that such Securities (including any Warrant Shares) are not transferable on the books of the Company in connection with any such sale unless the certificate submitted to the transfer agent evidencing the Securities (including any Warrant Shares) is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Securities (including any Warrant Shares) have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser will notify the Company promptly after the sale of all of its Securities. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser hereby covenants that it will not sell any Securities (including any Warrant Shares) pursuant to said Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspensions shall be for a period of longer than 90 days in the aggregate in any 12-month period. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement. (j) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser is in Section 9.3 hereof may compliance with Executive Order 13224 and the regulations administered by the U.S. Department of the Treasury (“Treasury”) Office of Foreign Assets Control, (ii) the Purchaser, its parents, subsidiaries, affiliated companies, officers, directors and partners, and to the Purchaser’s knowledge, its shareholders, owners, employees, and agents, are not on the List of Specially Designated Nationals and Blocked Persons (“SDN List”) maintained by Treasury and have not been designated by Treasury as a financial institution of primary money laundering concern, (iii) to the Purchaser’s knowledge after reasonable investigation, all of the funds to be legally unenforceableused to acquire the Securities are derived from legitimate sources and are not the product of illegal activities, and (iv) the Purchaser is in compliance with all other applicable U.S. anti-money laundering laws and regulations and has implemented, if applicable, an anti-money laundering compliance program in accordance with the requirements of the Bank Secrecy Act, as amended by the USA PATRIOT Act, Pub. L. 107-56.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents hereby represents, warrants and warrants covenants to and covenants with the Company Agent and the Corporation (which representations, warranties and covenants shall survive the Closing) that: (a) in the Purchasercase of the subscription by the Purchaser for Units as principal for its own account and not for the benefit of any other person, taking into the Purchaser is purchasing the Purchased Units as principal for its own account, and not for the benefit of any other person or company, and this Subscription Agreement and the Investor Rights Agreement have been authorized, executed and delivered by, and constitute legal, valid and binding agreements of the undersigned; (b) in the case of the subscription by the Purchaser for Units as agent for a disclosed principal, each beneficial purchaser of the Purchased Units for whom the Purchaser is acting is purchasing as principal for its own account and not for the personnel benefit of any other person and resources it can practically bring the Purchaser is an agent with due and proper authority to bear on execute this Subscription Agreement, the Investor Rights Agreement and all other documentation in connection with the purchase of the Shares contemplated herebyPurchased Units on behalf of the beneficial purchaser and this Subscription Agreement and the Investor Rights Agreement have been duly authorized, is knowledgeable, sophisticated executed and experienced in makingdelivered by or on behalf of, and is qualified to makeconstitute legal, decisions with respect to investments in shares presenting an investment decision like that involved in valid and binding agreements of, the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. (b) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this 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 compliance with Section 5(c).disclosed principal; (c) in the case of the purchase by the Purchaser will notof Units as trustee or as agent for a principal which is undisclosed or identified by account number only, directly or indirectlythis Subscription Agreement and the Investor Rights Agreement have been duly authorized, 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 of 1933, as amended (the "Securities Act"), applicable blue sky lawsexecuted and delivered by, and constitute legal, valid and binding agreements of, the rules and regulations promulgated thereunder.undersigned acting in such capacity; (d) if the Purchaser is a corporation, the Purchaser is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and the Investor Rights Agreement and to observe and perform its covenants and obligations hereunder and thereunder and has taken all necessary corporate action in respect thereof or, if the Purchaser is a partnership, syndicate or other form of unincorporated organization, the Purchaser has completed or caused the necessary legal capacity and authority to be completed the Stock Certificate Questionnaire execute and deliver this Subscription Agreement and the Registration QuestionnaireInvestor Rights Agreement and to observe and perform its covenants and obligations hereunder and thereunder and has obtained all necessary approval in respect thereof and, attached hereto as Appendix I and Appendix IIin either case, respectively, for use in preparation of the Registration Statement to be filed upon execution by the CompanyCorporation, this Subscription Agreement and the answers thereto are true Investor Rights Agreement constitute legal, valid and correct to the best knowledge binding contracts of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that enforceable against the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement).in accordance with their respective terms; (e) if the Purchaser hasis an individual, the Purchaser has attained the age of majority and is legally competent to execute this Subscription Agreement and the Investor Rights Agreement and to take all actions required pursuant hereto and thereto; (f) if required by applicable securities legislation, policy or order of a securities regulatory authority or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Corporation in connection with its decision to purchase the Shares, relied filing such reports and other documents with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties issue of the Company contained herein.Purchased Units as may be reasonably required; (fg) the Purchaser Purchaser, whether acting as principal, trustee or agent, is an "accredited investor" within the meaning of neither a U.S. Person (as defined in Rule 501 902(o) of Regulation D S promulgated under the Securities Act.) nor purchasing the Purchased Units for the account of a U.S. Person or for resale in the United States and the Purchaser confirms that the Purchased Units have not been offered to the Purchaser in the United States and that this Subscription Agreement has not been signed by the Purchaser in the United States; (gh) the purchase of the Purchased Units by the Purchaser does not contravene any of the applicable securities legislation in the jurisdiction in which the Purchaser is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation or the Agent; (i) the Purchaser has full right, power, authority had access to the Corporation's public filings with the Securities and capacity to enter into this Agreement and to consummate the transactions contemplated hereby Exchange Commission and has taken all necessary action had an opportunity to authorize ask questions of the execution, delivery and performance Corporation's management; (j) the Purchaser is capable of this Agreement. Upon assessing the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute proposed investment as a valid and binding obligation result of the Purchaser's financial or investment experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof, enforceable and is able to bear the economic loss of its investment. The Purchaser recognizes that its purchase of Purchased Units involves a high degree of risk in accordance with that: (i) the Corporation has incurred losses since inception; at September 30, 2001, the Corporation had an accumulated deficit of approximately $37,667,000; and the Corporation requires substantial funds in addition to the proceeds of this Offering to continue its termsplan of operations; (ii) an investment in the Corporation is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Corporation and the Purchased Units; (iii) the Purchaser may not be able to liquidate the Purchaser's investment; and (iv) transferability of the securities comprising the Purchased Units is extremely limited. Furthermore, except as enforceability may be the proceeds of this Offering are projected to last only a limited by applicable bankruptcyperiod of time. The Purchaser has read the Risk Factors section of the Corporation's Annual Report on Form 10-K for the year ended December 31, 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 2000; (regardless of whether such enforceability is considered in a proceeding in equity or at lawk) and except as the indemnification agreements address of the Purchaser (or others for whom the Purchaser is contracting hereunder) furnished by the Purchaser on the Purchaser's signature page of this Subscription Agreement is such person's principal residence if such person is an individual or its principal business address if it is a corporation or other entity; and (l) the Purchaser (or others for whom the Purchaser is contracting hereunder) agrees that it will not disclose the terms of the Offering or any information it may have acquired from the Corporation in Section 9.3 hereof may be legally unenforceablethe course of executing this Subscription Agreement which the Corporation has identified as material non-public information, except to the extent (i) that such terms or other information becomes generally available to the public other than by disclosure in violation of this Subscription Agreement, (ii) that such information was properly within the Purchaser's possession prior to being furnished by the Corporation, (iii) that such information becomes available to the Purchaser on a non-confidential basis, such as through disclosure by third parties who have the right to disclose the information, and (iv) compelled by judicial process, provided that in the event of compulsion by judicial process the Purchaser will inform the Corporation promptly upon its receipt of notice of judicial process compelling such disclosure.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (a) The Purchaser is a duly organized, validly existing not-for-profit corporation and in good standing under the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase laws of the Shares jurisdiction of its organization with the requisite corporate power and authority to enter into and consummate the transactions contemplated hereby, is knowledgeable, sophisticated by the Transaction Documents and experienced in makingto carry out its obligations hereunder and thereunder, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved invest in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision Shares pursuant to purchase the Sharesthis Agreement. (b) The Purchaser acknowledges that it can bear the Purchaser is acquiring economic risk and complete loss of its investment in the Shares being acquired by and has such knowledge and experience in financial or business matters that it is capable of evaluating the Purchaser pursuant to this Agreement in merits and risks of 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 compliance with Section 5(c)contemplated hereby. (c) The Purchaser has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company and its subsidiaries, its business and the terms and conditions of the offering of the Shares, and has conducted and completed its own independent due diligence. The Purchaser acknowledges that the Company has made available the SEC Documents. Based on the information the Purchaser has deemed appropriate, and without reliance upon any placement agent, it has independently made its own analysis and decision to enter into the Transaction Documents. The Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. (d) The Shares to be received by the Purchaser hereunder will be acquired for the Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Shares in compliance with applicable federal and state securities laws. The Purchaser understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144 under the Securities Act (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (de) The Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the transactions contemplated by the Transaction Documents (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Purchaser, (iii) do not and will not violate or constitute a default under the Purchaser’s articles of incorporation, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which the Purchaser has completed is bound and (iv) are a fit, proper and suitable investment for the Purchaser, notwithstanding the substantial risks inherent in investing in or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase holding the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the The execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall Purchaser of the Transaction Documents to which the Purchaser is a party have been duly authorized and each has been duly executed and when delivered will constitute a the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except as enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally. (g) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker-dealer”) or an entity engaged in a business that would require it to be so registered and is not affiliated with a registered broker dealer or an entity engaged in a business that would require it to be so registered. The Purchaser is not party to any agreement for distribution of any of the Shares. (h) The Purchaser understands that no U.S. federal or state agency, or similar laws affecting creditors' agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Shares. (i) The Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act. (j) The Purchaser has not taken any of the actions set forth in, and contracting parties' rights generally is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (k) The Purchaser did not learn of the investment in the Shares as a result of any general solicitation or general advertising. (l) The Purchaser’s offices in which its investment decision with respect to the Shares was made are located at the address immediately below the Purchaser’s name on its signature page hereto. (m) The Purchaser (including any Person controlling, controlled by, or under common control with the Purchaser, as the term “control” is defined pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and except its implementing regulations (the “HSR Act”)) in connection with the consummation of the transactions contemplated by this Agreement will not be required to and will not complete a filing with the U.S. government pursuant to the HSR Act. (n) The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchaser. (o) The purchase by the Purchaser of the Shares issuable to it at the Closing will not result in the Purchaser (individually or together with any other Person with whom the Purchaser has identified, or will have identified, itself as enforceability may be subject to general principles part of equity (regardless of whether such enforceability is considered a “group” in a proceeding public filing made with the Commission involving the Company’s securities) acquiring, or obtaining the right to acquire, in equity excess of 19.99% of the outstanding shares of Common Stock or at lawthe voting power of the Company on a post-transaction basis that assumes that the Closing shall have occurred. The Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the Closing (when added to any other securities of the Company that it or they then own or have the right to acquire), in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post-transaction basis that assumes that the Closing shall have occurred. 5.2 Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock) (“Short Sales”), of the securities of the Company during the period commencing as of the time that the Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby and except as ending immediately prior to the indemnification agreements Effective Date. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). 5.3 The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in Section 9.3 hereof may be legally unenforceableconnection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser represents and warrants to and covenants with the Company that: (a) the Purchaser, taking into account the personnel and resources The Purchaser acknowledges that it can practically bring to bear on the purchase economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Shares investment contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, all information the Purchaser deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser has had an opportunity to receive, review and understand all information related to the Purchaser is acquiring Company requested by it and to ask questions and receive answers from the Shares being acquired by Company regarding the Purchaser pursuant to this Agreement in the ordinary course of Company, its business and for the terms and conditions of the offering of the Shares, and has conducted and completed its own account for independent due diligence. The Purchaser acknowledges that the Company has made available the SEC Documents. Based on the information the Purchaser has deemed appropriate, and without reliance upon any placement agent, it has independently made its own analysis and decision to enter into this Agreement. The Purchaser is relying exclusively on the contents of this Agreement and its own sources of information, investment only analysis and due diligence (including professional advice it deems appropriate) with no present intention respect to the execution, delivery and performance of distributing any this Agreement, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of such Shares or any arrangement or understanding with any other persons regarding the distribution of such SharesCompany, except in compliance with Section 5(c)including but not limited to all business, legal, regulatory, accounting, credit and tax matters. (c) The Shares to be received by the Purchaser hereunder will be acquired for the Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act. (d) The Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. (e) The Purchaser is not a broker-dealer registered with the Commission under the Exchange Act or an entity engaged in a business that would require it to be so registered. The Purchaser understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) the Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) the The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated 501(a) under the Securities Act. (g) The Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Shares. (h) The Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act. (i) The Purchaser has not taken any of the actions set forth in, or is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (j) The Purchaser did not learn of the investment in the Shares as a result of any general solicitation or general advertising. (k) The Purchaser’s residence is located at the address immediately below the Purchaser’s name on its signature page hereto. (l) The Purchaser (including any person controlling, controlled by, or under common control with the Purchaser, as the term “control” is defined pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and its implementing regulations (the “HSR Act”)) in connection with the consummation of the transactions contemplated by this Agreement will not be required to and will not complete a filing with the U.S. government pursuant to the HSR Act. 5.2 Other than consummating the transactions contemplated hereunder, the Purchaser has full rightnot, powernor has any person acting on behalf of or pursuant to any understanding with the Purchaser, authority and capacity directly or indirectly executed any purchases or sales, including all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to enter into this Agreement and to consummate include the location and/or reservation of borrowable shares of Common Stock) (“Short Sales”), of the securities of the Company during the period commencing as of the time that the Purchaser was first contacted by the Company or any other person regarding the transactions contemplated hereby and ending immediately prior to the Agreement Date. Other than to other persons party to this Agreement, the Purchaser has taken maintained the confidentiality of all necessary action disclosures made to authorize it in connection with this transaction (including the execution, delivery existence and performance terms of this Agreementtransaction). Upon Notwithstanding the execution and delivery foregoing, for avoidance of this Agreement by the Purchaserdoubt, this Agreement nothing contained herein shall constitute a valid and binding obligation representation or warranty, or preclude any actions, with respect to the identification of the Purchaseravailability of, enforceable or securing of, available shares to borrow in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium order to effect Short Sales or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject transactions in the future. 5.3 The Purchaser understands that nothing in this Agreement or any other materials presented 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 Purchaser in Section 9.3 hereof may be legally unenforceableconnection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Representations, Warranties and Covenants of the Purchaser. The (a) Each Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeableknow-ledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the SharesUnits, including investments in securities issued by the Company, and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Units; (bii) the Purchaser is acquiring the Shares being acquired by the Purchaser pursuant to this Agreement Units set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares Units, Warrants or Underlying Common Stock or any arrangement or understanding with any other persons regarding the distribution or purchase of such SharesUnits, except in compliance with Section 5(c). Warrants or Underlying Common Stock; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units, Warrants or Underlying Common Stock except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky lawsand the rules and regulations promulgated thereunder and the Exchange Act, and the rules and regulations promulgated thereunder. (d) the Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true terms and correct to the best knowledge conditions of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement this Agreement; (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (eiv) the Purchaser has, in connection with its decision to purchase the Sharesprincipal amount of Units set forth in Section 2 above, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained in writing herein. , and has not relied upon any other statements, representations, warranties, covenants or assurances of the Company, (fv) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct ("Regulation D"); and (vi) the Purchaser understands that the Units and, except as provided in Section 4.8 hereof, the Warrants and the Underlying Common Stock will contain a legend to the following effect (provided that certificates for the Warrants shall omit the last sentence thereof): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. (gb) Each Purchaser hereby covenants with the Company that it will not directly or indirectly make any offer, sale, pledge, transfer or other disposition of the Units, the Warrants or the Underlying Common Stock other than in accordance with all applicable federal and state securities laws and the terms and conditions of this Agreement, including, but not limited to, the other representations, warranties and covenants of the Purchaser in this Section 5. (c) Each Purchaser hereby covenants with the Company not to make any public sale of the Underlying Common Stock without effectively causing any applicable prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that the Underlying Common Stock is not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Underlying Common Stock is accompanied by a separate officer's certificate: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Underlying Common Stock has been sold in accordance with a Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied or does not apply. (d) Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , and (ii) upon the execution and delivery of this Agreement by the PurchaserAgreement, this Agreement shall constitute a valid and binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) Each Purchaser acknowledges that it has had such access to financial and except other information concerning the Company, the Units, and the Warrants as it deemed necessary in connection with its decision to purchase same, including an opportunity to ask questions and request information from the indemnification agreements Company and its management, and all such questions have been answered and all information requested has been provided to the satisfaction of the Purchaser. (f) If a Purchaser proposes to sell, pledge, assign or otherwise transfer or convey, directly or indirectly, any of the Underlying Common Stock prior to the date that the Registration Statement becomes effective, then the Purchaser shall provide the Company, prior to the sale of any such Underlying Common Stock, with a legal opinion in Section 9.3 hereof may be legally unenforceableform and substance satisfactory to the Company that such sale, pledge, assignment, transfer or conveyance is exempt from the registration requirements under the Securities Act and any applicable state securities and blue sky laws.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to to, and covenants with with, the Company that: : (ai) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, consider all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. Securities; (bii) the Purchaser is acquiring the Shares being acquired by number of Securities set forth on the Purchaser pursuant to this Agreement signature page hereto 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 the Securities or any arrangement or understanding with any other persons regarding the distribution of any of the Securities (this representation and warranty notwithstanding, such Shares, except Purchaser does not agree to hold any of the Securities for any minimum or other specific term and this representation and warranty does not limit the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws, nor has the Purchaser, during the last thirty (30) days prior to the date of 1933this Agreement, directly or indirectly, effected or agreed to effect any transactions in the securities of the Company, including any short sale, whether or not against the box, established any “put equivalent position” (as amended defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the "Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities Act"(each, a “Prohibited Transaction”), applicable blue sky lawsand such Purchaser shall not engage, and directly or indirectly, in a Prohibited Transaction during the rules and regulations promulgated thereunder. period from the date of this Agreement until such time as (dA) the transactions contemplated by this Agreement are first publicly announced or (B) this Agreement is terminated pursuant to Section 21 hereof; (iv) the Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and part of Appendix II, respectively, for use in preparation of the Registration Statement to be filed by the CompanyStatement, and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration Statement (provided that and the Purchaser shall be entitled to update will notify the Company immediately of any material change in any such information by providing notice thereof to provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of the Securities or until the Company prior is no longer required to keep the effective date of such Registration Statement). Statement effective; (ev) the Purchaser has, in connection with its decision to purchase the Sharesnumber of shares of Common Stock and Warrants set forth on the signature page hereto, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser Company Documents as described in Sections 4.4 filed with the Commission and 5(a) above the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein. ; (fvi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (vii) the Purchaser is an "“accredited investor" ” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities ActAct ; and (viii) the Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as the Purchaser has sold all of the Securities or the Company is no longer required to keep the Registration Statement effective. (b) The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (c) For the benefit of the Company, the Purchaser previously agreed orally with the Placement Agent to keep confidential all information concerning the private placement of the Securities to the Purchaser. The Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding the offering of the Securities to the Purchaser. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding the offering of the Securities to the Purchaser may result in a violation of Regulation FD. This obligation will terminate upon submission by the Company of the 8-K Filing. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek (at its own expense) an appropriate protective order. (d) The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities. The Purchaser understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and has the ability to bear the economic risks of an investment in the Securities. (e) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (f) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities will bear a restrictive legend in substantially the following form: “The Securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Securities may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” (g) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto. (h) The Purchaser hereby covenants with the Company not to make any sale of the Securities under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied to the extent applicable, and the Purchaser acknowledges and agrees that the Securities are not transferable on the books of the Company in connection with any sale under the Registration Statement unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale delivered by the Purchaser: (i) in the form of Appendix III hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied, to the extent applicable. Purchaser will notify the Company promptly after the sale of all of the Securities. Purchaser acknowledges that there may occasionally be times when the Company, in the good faith determination of its Board of Directors, but if not practical under the circumstances in the good faith determination of the Company’s executive officers, must suspend the use of the Prospectus forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and 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. The Purchaser hereby covenants that it will not sell any of the Securities pursuant to said Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the Suspension of the use of said Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days. (i) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon , (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the Purchaserexecution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the extent enforcement of the indemnification agreements provisions, set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws, and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the Purchaser in Section 9.3 hereof may be legally unenforceabletransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to to, and covenants with with, the Company that: (a) The Purchaser is a qualified institutional buyer as defined in Rule 144A under the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, Securities Act (a "QIB") and has requested, received, reviewed and considered, considered all information the Purchaser it deems relevant in making an informed decision to purchase the Shares. (b) the The Purchaser is acquiring the number of Shares being acquired by set forth on the Purchaser pursuant to this Agreement signature page hereto 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 other than as contemplated in compliance with Section 5(c)8 of this Agreement. (c) the The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Shares, except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the applicable rules and regulations promulgated of the Commission thereunder. (d) The Purchaser will have, on or prior to the Purchaser has Closing Date, furnished to the Company a fully completed or caused to be completed the Stock Certificate Selling Stockholder Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, hereto for use in preparation of the Registration Statement to be filed by the Company, and the answers thereto are true and correct to the best knowledge all of the Purchaser as of the date hereof and information contained therein will be true and correct as of the effective date of the Registration Statement (provided that the Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement)Closing Date. (e) The Purchaser will notify the Company immediately of any change in any such information until such time as the Purchaser has, in has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective. (f) In connection with its decision to purchase the Sharesnumber of Shares set forth on the signature page hereto, the Purchaser (i) has relied with respect to the Company and its affairs solely only upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and Exchange Act Documents, the representations and warranties of the Company contained herein. herein and the information received pursuant to Section 7(a), and (fii) the Purchaser is an "accredited investor" within the meaning has not relied on any information or advice furnished by or on behalf of Rule 501 of Regulation D promulgated under the Securities ActXxxxxx Xxxxxxx & Co. Incorporated. (g) The Purchaser will not make any sale of the Purchaser has full right, power, authority and capacity to enter into Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to consummate be satisfied, and the transactions Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT UNTIL THE PASSAGE OF TWO YEARS FROM MAY 14, 2001, PROVIDED PURCHASER IS NOT AN AFFILIATE OF THE COMPANY, UNLESS THE SECURITIES ARE OTHERWISE SOLD, TRANSFERRED OR ASSIGNED IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS." The Purchaser acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus (as defined in Section 11(a)) forming part of the Registration Statement, as set forth in Section 10. (h) The Purchaser will notify the Company promptly of the sale of any of its Shares, other than (i) sales pursuant to a Registration Statement contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery in Section 8 of this Agreement and (ii) sales following termination of the transfer restrictions pursuant to Section 12, and the Purchaser will furnish any information reasonably requested by the PurchaserCompany, this including an opinion of counsel reasonably satisfactory to the Company, to evidence the exemption from the registration requirements of the Securities Act, the applicable rules and regulations of the Commission thereunder, and state securities laws, in reliance upon which such sales have been made. (i) This Agreement shall constitute has been duly authorized, executed and delivered by, and is a valid and binding obligation of agreement of, the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency 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 the rights to indemnification agreements of the Purchaser and contribution in Section 9.3 11 hereof may be legally unenforceablelimited under applicable law. (j) The Purchaser will not, prior to the effectiveness of the Registration Statement, if then prohibited by law or regulation, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock, nor will the Purchaser engage in any hedging or other transaction which is designed or could reasonably be expected to lead to or result in a Disposition of Common Stock by the Purchaser or any person or entity. Such prohibited hedging or other transaction would include, without limitation, effecting any short sale or having in effect a short position (whether such short sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security (other than a broad-based market basket or index) that includes or derives any significant part of its value from the Common Stock. (k) The Purchaser will hold in confidence all information concerning this Agreement and the placement of shares hereunder until the earlier of such time as the Company has made a public announcement concerning the Agreement and the placement of shares hereunder or this Agreement is terminated.