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

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) If the Purchaser is an entity, the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws).

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for the benefit of the Company, as follows: (a) If the Purchaser is an entity, the The Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction Commonwealth of its incorporation or organizationThe Bahamas. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser has received and carefully reviewed copies of the Public Documents (as hereinafter defined). The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities Shares and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the SecuritiesShares. The Purchaser, in making the decision to purchase the SecuritiesShares, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities Shares for its such Purchaser's own account, and not with a view to any resale or distribution of the Note Shares in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or and Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities Shares purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (h) The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company; and (ii) recognizes that such Purchaser's investment in the Company involves a high degree of risk. (i) The Purchaser is capable of evaluating the risks and merits of an investment in the Shares by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and such Purchaser is capable of bearing the entire loss of its investment in the Shares. (j) The Purchaser is neither a registered broker-dealer nor an affiliate of a registered broker-dealer. (k) The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Purchaser understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser has not obtained any material non-public information from the Company. (l) The Purchaser shall comply with all applicable federal securities laws, rules and regulations in connection with the sale of the Shares purchased by the Purchase hereunder.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for with the benefit of the CompanyCompany that: (a) If The Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities 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 securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with the Purchaser's representative, all information the Purchaser is deems relevant (including the SEC Documents) in making an entity, informed decision to purchase the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationSecurities. (b) This Agreement has been duly authorized, validly executed and delivered The Purchaser is acquiring the Securities being acquired by the Purchaser pursuant to this Agreement for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5.1(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 Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) 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. (e) 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 agreement and obligation of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, subject except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any specific performance, and the Purchaser has full power and authority (iii) as to execute and deliver this Agreement and the other agreements and documents contemplated hereby and those provisions of Section 9.7 relating to perform its obligations hereunder and thereunderindemnity or contribution. (c) 5.2 The Purchaser represents and warrants to and covenants with the Company that it has not engaged in any short sales of the Company's Common Stock within the [...***...] period prior to the Closing Date and will not engage in any short sales of the Company's Common Stock during the term of the Collaboration Agreement. 5.3 The Purchaser understands that no Federalnothing in the SEC Documents, state, local this Agreement or foreign governmental body or regulatory authority has made any finding or determination relating other materials presented to the fairness of an investment Purchaser in any of connection with the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities is intended to be exempt from registration under constitutes legal, tax or investment advice and that independent legal counsel has reviewed these documents and materials on the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities ActPurchaser's behalf. The Purchaser understands that the Securities purchased hereunder have not beenhas consulted such legal, tax and may never beinvestment advisors as it, registered under the Securities Act and that none in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)Securities.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for the benefit of the Company, as follows: (a) If the Purchaser is an entity, the The Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction Commonwealth of its incorporation or organizationthe Bahamas. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser has received and carefully reviewed copies of the Public Documents (as hereinafter defined). The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities Shares and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the SecuritiesShares. The Purchaser, in making the decision to purchase the SecuritiesShares, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities Shares for its such Purchaser's own account, and not with a view to any resale or distribution of the Note Shares in whole or in part, in violation of the Securities Act or any applicable securities laws, and the Purchaser has no present intention of selling, or otherwise distributing the Shares in whole or in part. (g) The offer and sale of the Securities Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or and Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities Shares purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (h) The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company; (ii) recognizes that such Purchaser's investment in the Company involves a high degree of risk; and (iii) has not been organized solely for the purpose of acquiring the Shares. (i) The Purchaser is capable of evaluating the risks and merits of an investment in the Shares by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and such Purchaser is capable of bearing the entire loss of its investment in the Shares. (j) The Purchaser is neither a registered broker-dealer nor an affiliate of a registered broker-dealer. (k) The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Purchaser understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser has not obtained any material non-public information from the Company. (l) The Purchaser is not in possession of any material non-public information regarding the Company. Purchaser acknowledges that the Company has not provided Purchaser with any material information related to the Company other than such as has been publicly disclosed and such that is set forth in the Commission Documents. Purchaser agrees that it will not bring any claim against the Company to the extent such claim (including, without limitation, any claim based on Section 10(b) of the Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder) is based on the Company's failure to disclose material information to the Purchaser, unless such information is such that, pursuant to the rules and regulations of the Commission, should have been disclosed in a Commission Document at the time of filing of such Commission Document. (m) The Purchaser shall comply with all applicable federal securities laws, rules and regulations in connection with the sale of the Shares purchased by the Purchase hereunder.

Representations, Warranties and Covenants of the Purchaser. The By executing this Subscription Agreement, the Purchaser hereby makes the following representations represents, warrants and warranties covenants to the CompanyIssuer as at the date of acceptance of this Subscription Agreement by the Issuer and unless given at a particular date, at the Closing Date and covenants for acknowledges that the benefit of the CompanyIssuer is relying thereon that: (a) If the Purchaser understands that the Purchased Securities subscribed for by the Purchaser hereunder form part of a larger offering (the “Offering”) of common shares by the Issuer upon and subject to the terms and conditions set forth herein, which Offering may, at the Issuer’s discretion, be consummated in one or more separate closings on separate dates; (b) the Purchaser acknowledges that (i) the Purchaser is not a resident of the Province of British Columbia; (ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Securities; (iii) there is no government or other insurance covering the Purchased Securities; (iv) there are risks associated with the purchase of the Purchased Securities and the Purchaser is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an entityinvestment in the Purchased Securities and is capable of bearing the economic risk of the investments; (v) there are restrictions on the Purchaser’s ability to resell the Purchased Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Securities; (vi) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus under the Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Laws, including, in most circumstances, statutory rights of rescission or damages, will not be available to the Purchaser; (c) if required by applicable Securities Laws or stock exchange rules, the Purchaser will execute, deliver and file or assist the Issuer in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Purchased Securities by the Purchaser as may be required by any applicable Securities Laws, securities commission, stock exchange or other regulatory authority; (d) the Purchaser’s ability to directly or indirectly, sell, exchange, transfer, assign, encumber or otherwise dispose of the Purchased Securities is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Purchased Securities, are subject to resale restrictions under National Instrument 45-102 – Resale of Securities (“NI 45-102”) and may not be sold or otherwise disposed of in Canada for a period of four months and one day from the Closing Date, unless a statutory exemption is available or a discretionary order is obtained from the British Columbia Securities Commission allowing the earlier resale thereof, and may be subject to additional resale restrictions if such sale or other disposition would be a “control distribution”, as that term is defined in NI 45-102; (e) the Purchaser is aware that the certificates evidencing the Purchased Securities (and any replacement certificate issued prior to the expiration of the applicable hold periods) will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, legends setting out resale restrictions under applicable Securities Laws in substantially the following form, and also the legend described in Schedule A of this Subscription Agreement: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.” (f) the Purchaser has the legal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto; (g) the Purchaser has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions; (h) the execution and delivery of this Subscription Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a corporationparty or subject, limited liability company or partnership any judgment, decree, order, statute, rule or regulation applicable to the Purchaser; (i) this Subscription Agreement has been duly incorporated and validly authorized, executed and delivered by, and upon acceptance by the Issuer constitutes a legal, valid, binding and enforceable obligation of, the Purchaser; (j) the Purchaser has not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or organizedadvertising literature, validly existing offering memorandum or any other document (other than an annual or interim report, financial statements or any other document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the purchase of the Purchased Securities pursuant to the Offering; (k) the Purchaser has relied only upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact, and the Purchaser acknowledges that the Issuer has not made any written representations, warranties or covenants in respect of such publicly available information except as set forth in this Subscription Agreement. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Purchased Securities, or refund any of the Purchase Price of the Purchased Securities, or that the Purchased Securities will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Purchased Securities; (l) the Purchaser agrees that it is solely responsible for obtaining such legal, tax and other advice as the Purchaser considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder; (m) the Purchaser is entitled under applicable Securities Laws to purchase such Purchased Securities without the benefit of a prospectus qualified under such Securities Laws; (n) the Purchaser is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the “Purchaser’s Address” and such address was not created and is not used solely for the purpose of acquiring Purchased Securities; (o) the Purchaser (or any beneficial purchaser) is aware that the Purchased Securities have not been registered under the U.S. Securities Act or the securities laws of any state and the Purchased Securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration; (p) the Purchaser agrees to the additional terms included in Schedule A hereto; (q) the Purchaser (and, if applicable, such beneficial purchaser) is an “accredited investor” who satisfies one or more of the criteria of Rule 501(a) of Regulation D under the U.S. Securities Act purchasing the Purchased Securities directly from the Issuer and the Purchaser has completed Schedule A hereto and identified in Schedule A the appropriate category of accredited investor that correctly and in good standing all respects describes the Purchaser (and, if applicable, such beneficial purchaser); (r) the Purchaser is purchasing the Purchased Securities with the benefit of the prospectus exemption provided by BC Instrument 72-503 – Distribution of Securities Outside British Columbia; and is either purchasing the Purchased Securities as principal for its own account, or is deemed to be purchasing the Purchased Securities as principal for its own account in accordance with applicable Securities Laws; (s) the Purchaser either (A) is not an “insider” of the Issuer or a “registrant” (each as defined under applicable Securities Laws) or (B) has identified itself to the Issuer as either an “insider” or a “registrant” (each as defined under applicable Securities Laws); (t) the Purchaser is knowledgeable of, or has been independently advised as to, the application or jurisdiction of the securities laws of the jurisdiction of its incorporation or organization.residence which apply to the subscription; (bu) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and acknowledges that the Issuer shall have no obligation to register any purported sale, transfer or disposition which violates applicable Canadian or United States securities laws; (v) if it decides to offer, sell or otherwise transfer, pledge or hypothecate all or any part of the Purchaser enforceable against Purchased Securities, it will not offer, sell or otherwise transfer any of such Purchased Securities directly or indirectly, except: (i) to the Purchaser Issuer; (ii) outside the United States (other than in Canada) in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (iii) other than sales made to purchasers in Canada, in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the U.S. Securities ActAct provided by (A) Rule 144 thereunder, and if available or (B) Rule 144A, thereunder, if available, and, in both cases, in accordance with applicable state securities laws.laws of the United States; (eiv) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated the Purchased Securities are sold in a transaction that does not require registration under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the U.S. Securities Act or any applicable securities laws. (g) The state laws and regulations governing the offer and sale of securities; or in Canada in accordance with the Securities is intended Laws, including the applicable hold period; and prior to be exempt from registration under such sale pursuant to subsection (iii)(A) or (iv) it has furnished to the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the Issuer an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer; (w) the funds representing the aggregate Purchase Price for the Company an exemption from registration under Purchased Securities which will be advanced by the Securities Act is available Purchaser hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws).Money

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations acknowledges, represents and warranties to the Companywarrants to, and covenants for agrees with, the benefit Company and the Placement Agent that: 4.1 The Purchaser (a) has answered all questions on the Signature Page and the Purchaser Questionnaire and the answers thereto are true and correct as of the Company:date hereof and will be true and correct as of the Closing Date and (b) in connection with its decision to purchase the number of Shares set forth on the Signature Page, has received and is relying solely upon the Disclosure Package and the documents incorporated by reference therein. 4.2 The Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issuance, placement, purchase and sale of the Shares, except as set forth or incorporated by reference in the Prospectus. (a) If The Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the Purchaser is an entitytransactions contemplated hereby and has taken all necessary action to authorize the execution, the Purchaser is a corporationdelivery and performance of this Agreement, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This this Agreement has been duly authorized, validly executed and delivered by the Purchaser and is constitutes a valid and binding agreement and obligation of the 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 limitations on enforcement by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 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 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 bankruptcy 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 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 laws affecting transactions through non-US broker dealers or foreign regulated brokers. 4.6 The investment in the enforcement Shares is being made in the ordinary course of creditors' rights generallythe Purchaser’s business. In connection with the investment in the Shares, the Purchaser is not acting as a market intermediary and the Purchaser has full power and authority to execute and deliver this Agreement and no current understanding or arrangement for the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities lawsShares. (g) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws).

Representations, Warranties and Covenants of the Purchaser. The ---------------------------------------------------------- Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for the benefit --------- of the Company, as follows: (a) If the Purchaser is an entity, the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (cb) The Purchaser has received and carefully reviewed copies of the Public Documents (as hereinafter defined). The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities Shares and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the SecuritiesShares. The Purchaser, in making the decision to purchase the SecuritiesShares, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (dc) The Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (ed) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (fe) The Purchaser is and will be acquiring the Securities Shares for its such Purchaser's own account, and not with a view to any resale or distribution of the Note Shares in whole or in part, in violation of the Securities Act or any applicable securities laws. (gf) The offer and sale of the Securities Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of and Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities Shares purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities Shares can be sold sold, transferred, assigned, pledged or transferred subjected to any lien or security interest unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities Shares may be sold sold, transferred, assigned, pledged or transferred subjected to a lien or security interest only in compliance with such exemption and all applicable state and other securities laws). (g) The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company; and (ii) recognizes that such Purchaser's investment in the Company involves a high degree of risk. (h) The Purchaser is capable of evaluating the risks and merits of an investment in the Shares by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and such Purchaser is capable of bearing the entire loss of its investment in the Shares. (i) The Purchaser is neither a registered broker-dealer nor an affiliate of a registered broker-dealer.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser hereby makes the following representations represents and warranties to the Companywarrants to, and covenants for with, the benefit of the Company: Company that: (ai) If the Purchaser is an entityknowledgeable, the Purchaser is a corporationsophisticated and experienced in making, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser qualified to make, decisions with respect to investments in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of shares representing an investment decision like that involved in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any purchase of the Securities. The Purchaser, including investments in securities issued by the Company and comparable entities, and has had the opportunity to request, receive, review and consider all information it deems relevant in making the an informed decision to purchase the Securities; (ii) the Purchaser is acquiring the number of Shares 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such 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 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities, 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 and the Rules and Regulations and any applicable state securities laws; (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 as of the date hereof and will be true and correct 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 Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein and its own independent investigation made by it and review of the Company; (vi) the Purchaser has had an opportunity to discuss this investment and the business of the Company with representatives of the Company and ask questions of and to receive answers from them, and has not relied on been provided with all information requested and has had all inquiries answered to its full satisfaction ; (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 Securities or representations made by third partiesthe Company is no longer required to keep the Registration Statement effective. (db) The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific provisions exemptions from the registration requirements of Federal the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the eligibility of the Purchaser to acquire the Securities. (c) The Purchaser previously agreed orally with the Company to keep confidential all information concerning this private placement. 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 Current Report on Form 8-K or 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(i) 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 nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities Actconstitutes legal, tax or investment advice and applicable state securities lawsthat Xxxxxxxx & Xxxxxxxx LLP is counsel to the Company and is acting solely in that capacity. 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 evaluation of the Company and purchase of the Securities. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under understands that its investment in the Securities Actinvolves 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 there is presently no public market for securities issued by the Company. In the event a public market for the Common Stock develops, the market price of the Common Stock may be volatile and the Purchaser understands 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. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to understands that no United States federal or state agency or any resale other government or distribution governmental agency has passed upon or made any recommendation or endorsement of the Note in whole or in part, in violation of the Securities Act or any applicable securities lawsSecurities. (g) The offer and sale of Purchaser understands that, until such time as the Registration Statement has been declared effective or the Securities is intended may be sold pursuant to be exempt from registration Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. will bear a restrictive legend in substantially the following form: "The Purchaser understands that the Securities purchased hereunder evidenced by this certificate have not been, and may never be, been registered under the Securities Act and that none of 1933, as amended (the "Securities can be sold Act"), or transferred unless they are first registered under the Securities Act and such state and other securities laws as of any state or other jurisdiction. The Securities may not be applicable offered, sold, pledged or in the opinion of counsel for the Company otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act is available or (and then 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." (h) The Purchaser's principal executive offices or primary residence, as applicable, is/are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (i) 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 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. (j) 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, (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 execution 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 sold limited by applicable bankruptcy, insolvency, reorganization, moratorium or transferred only 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 compliance with a proceeding in equity or at law) and except to the extent enforcement of the indemnification 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 exemption laws, and all applicable state and other securities laws)(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.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations acknowledges, represents and warranties to the Companywarrants to, and covenants for agrees with, the benefit Company and the Placement Agent that: 4.1 The Purchaser (a) 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 Company:Shares, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Purchaser Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Shares set forth on the Signature Page, has received and is relying solely upon (i) the Disclosure Package and the documents incorporated by reference therein and (ii) the Offering Information. 4.2 The Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issuance, placement, purchase and sale of the Shares, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement. (a) If The Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the Purchaser is an entitytransactions contemplated hereby and has taken all necessary action to authorize the execution, the Purchaser is a corporationdelivery and performance of this Agreement, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This this Agreement has been duly authorized, validly executed and delivered by the Purchaser and is constitutes a valid and binding agreement and obligation of the 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 limitations on enforcement by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 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 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 bankruptcy 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 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 laws affecting transactions through non-US broker dealers or foreign regulated brokers. 4.6 The investment in the enforcement Shares is being made in the ordinary course of creditors' rights generallythe Purchaser’s business. In connection with the investment in the Shares, the Purchaser is not acting as a market intermediary and the Purchaser has full power and authority to execute and deliver this Agreement and no current understanding or arrangement for the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities lawsShares. (g) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws).

Representations, Warranties and Covenants of the Purchaser. The ---------------------------------------------------------- Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for the benefit --------- of the Company, as follows: (a) If the Purchaser is an entity, the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (cb) The Purchaser has received and carefully reviewed copies of the Public Document (as hereinafter defined). The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities Shares and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the SecuritiesShares. The Purchaser, in making the decision to purchase the SecuritiesShares, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (dc) The Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (ed) The Purchaser is not a "U.S. Person" (as defined in Rule 902(k) of Regulation S) and is not acquiring any of the Shares for the account or benefit of any U.S. Person. (e) The Shares were not offered to the Purchaser in the United States and at the time of execution of this Agreement and the time of any offer to the Purchaser to purchase the Shares, the Purchaser was physically outside of the "United States" (as defined in Rule 902(l) of Regulation S). The offer leading to the sale evidenced hereby was made in an "accredited investoroffshore transaction" (as defined under in Rule 501 902(h) of Regulation D promulgated under the Securities ActS). (f) The Purchaser is and will be acquiring the Securities Shares for its such Purchaser's own account, and not with a view to any resale or distribution of the Note Shares in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of and Regulation D S promulgated under the Securities Act. The Purchaser understands that the Securities Shares purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities Shares can be sold sold, transferred, assigned, pledged, subjected to any lien or transferred security interest or otherwise conveyed to a U.S. Person or for the account or benefit of a U.S. Person unless they are first registered in accordance with the provisions of Regulation S, pursuant to registration of the Shares under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities Shares may be sold sold, transferred, assigned, pledged, subjected to a lien or transferred security interest or otherwise conveyed only in compliance with such exemption and all applicable state and other securities laws). (h) The Purchaser (i) has such knowledge, experience and sophistication in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the Shares; (ii) recognizes that such Purchaser's investment in the Company involves a high degree of risk; and (iii) is capable of bearing the entire loss of its investment in the Shares. (i) The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. (j) The Purchaser is neither a registered broker-dealer nor an affiliate of a registered broker-dealer.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations acknowledges, represents, warrants and warranties to the Companyagrees as follows, and covenants for the benefit as of the Companydate hereof: (a) If the The Purchaser is an entity, the Purchaser (i) is a corporation, private limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of Singapore and (ii) has all requisite power and authority to carry on the jurisdiction of its incorporation or organizationbusinesses in which it is engaged and to own and use the properties owned and used by it. (b) The Purchaser has all necessary power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate and other action on the part of the Purchaser. This Agreement has been duly authorized, and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and is a delivery by the Corporation, constitutes the valid and binding agreement and obligation of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement except as the enforceability hereof may be limited by general principles of equity and by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereundergenerally or applicable equitable principles (whether considered in a proceeding at law or in equity). (c) The Purchaser understands acknowledges and agrees that no Federalthe Purchased Shares will be acquired for investment for the Purchaser’s own account, statenot as a nominee or agent, local or foreign governmental body or regulatory authority has made any finding or determination relating and not with a view to the fairness resale or distribution of an investment any part thereof in violation of any of the Securities applicable securities laws, and that the Purchaser has no Federalpresent intention of selling, state, local or foreign governmental body or regulatory authority has recommended or endorsedgranting any participation in, or will recommend or endorse, any investment in any of otherwise distributing the Securitiessame. The Purchaser, Purchaser represents and warrants that the Purchaser has such knowledge and experience in making financial and business matters that the decision to purchase Purchaser is capable of evaluating the Securities, has relied upon independent investigation made by it merits and has not relied on any information or representations made by third partiesrisks of owning the Purchased Shares. (d) The Purchaser understands that the Purchased Shares have not been, and upon issuance will not be, registered under the Securities are being offered and sold to it in reliance on Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of Federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state the accuracy of the Purchaser’s representations and warranties as expressed herein. The Purchaser understands that the Purchased Shares will be “restricted securities” under applicable securities laws and that, pursuant to these laws, the Purchaser must hold such shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (a) The Purchaser understands that the Company is relying upon Purchased Shares may be notated with the truth and accuracy of the representationsfollowing legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, warrantiesAND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, agreementsOR IN CONNECTION WITH, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsTHE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” (e) The Purchaser is an "“accredited investor" ” (as defined under Rule 501 of in Regulation D promulgated under the Securities Act). (f) The Purchaser is and will be acquiring the Securities for acknowledges that it has conducted to its satisfaction its own accountindependent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Corporation and that the Purchaser has received access to such books and records, facilities, equipment, contracts and other assets of the Corporation that it has desired or requested to review for such purpose, and not that it has had a full opportunity to meet with a view to any resale or distribution the management of the Note in whole Corporation and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or in part, in violation otherwise) and prospects of the Securities Act or any applicable securities lawsCorporation. (g) The offer Purchaser acknowledges that, except for the representations and sale of the Securities is intended to be exempt from registration under the Securities Actwarranties contained in this Agreement, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold Corporation or transferred unless they are first registered under the Securities Act and such state and any of its affiliates or representatives or any other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available person makes (and then the Securities may be sold Purchaser is not relying on) any representation or transferred only warranty, express or implied, to the Purchaser in compliance connection with such exemption and all applicable state and other securities laws)the transactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser hereby makes the following representations represents and warranties to the Companywarrants to, and covenants for with, the benefit of the Company: Company that: (ai) If the Purchaser is an entityknowledgeable, the Purchaser is a corporationsophisticated and experienced in making, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser qualified to make, decisions with respect to investments in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of shares representing an investment decision like that involved in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any purchase of the Securities. The Purchaser, including investments in securities issued by the Company and comparable entities, and has had the opportunity to request, receive, review and consider all information it deems relevant in making the an informed decision to purchase the Securities; (ii) the Purchaser is acquiring the number of Shares 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 Securities or any arrangement or understanding with any other persons regarding the distribution of such 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 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities, 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 and the Rules and Regulations and any applicable state securities laws; (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 as of the date hereof and will be true and correct 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 Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein and its own independent investigation made by it and review of the Company; (vi) the Purchaser has had an opportunity to discuss this investment and the business of the Company with representatives of the Company and ask questions of and to receive answers from them, and has not relied on been provided with all information requested and has had all inquiries answered to its full satisfaction ; (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 Securities or representations made by third partiesthe Company is no longer required to keep the Registration Statement effective. (db) The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific provisions exemptions from the registration requirements of Federal the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the eligibility of the Purchaser to acquire the Securities. (c) The Purchaser previously agreed orally with the Company to keep confidential all information concerning this private placement. 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 Current Report on Form 8-K or 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(i) 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 nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities Actconstitutes legal, tax or investment advice and applicable state securities lawsthat Morrison & Foerster LLP is counsel xx xxx Comxxxx xxx is acting solely in that capacity. 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 evaluation of the Company and purchase of the Securities. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under understands that its investment in the Securities Actinvolves 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 there is presently no public market for securities issued by the Company. In the event a public market for the Common Stock develops, the market price of the Common Stock may be volatile and the Purchaser understands 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. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to understands that no United States federal or state agency or any resale other government or distribution governmental agency has passed upon or made any recommendation or endorsement of the Note in whole or in part, in violation of the Securities Act or any applicable securities lawsSecurities. (g) The offer and sale of Purchaser understands that, until such time as the Registration Statement has been declared effective or the Securities is intended may be sold pursuant to be exempt from registration Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. will bear a restrictive legend in substantially the following form: "The Purchaser understands that the Securities purchased hereunder evidenced by this certificate have not been, and may never be, been registered under the Securities Act and that none of 1933, as amended (the "Securities can be sold Act"), or transferred unless they are first registered under the Securities Act and such state and other securities laws as of any state or other jurisdiction. The Securities may not be applicable offered, sold, pledged or in the opinion of counsel for the Company otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act is available or (and then 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." (h) The Purchaser's principal executive offices or primary residence, as applicable, is/are in the jurisdiction set forth immediately below the Purchaser's name on the signature pages hereto. (i) 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 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. (j) 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, (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 execution 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 sold limited by applicable bankruptcy, insolvency, reorganization, moratorium or transferred only 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 compliance with a proceeding in equity or at law) and except to the extent enforcement of the indemnification 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 exemption laws, and all applicable state and other securities laws)(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.

Representations, Warranties and Covenants of the Purchaser. 6.1 The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for with the benefit of the CompanyCompany that: (a) If The Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities 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 securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with the Purchaser's representative, all information the Purchaser is deems relevant (including the SEC Documents) in making an entity, informed decision to purchase the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationSecurities. (b) This Agreement has been duly authorized, validly executed and delivered The Purchaser is acquiring the Securities being acquired by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject pursuant to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunderdistribution of such Securities, except in compliance with Section 6.1(c). (c) The Purchaser understands that no Federalwill not, statedirectly or indirectly, local offer, sell, pledge, transfer or foreign governmental body otherwise dispose of (or regulatory authority has made solicit any finding offers to buy, purchase or determination relating to the fairness of an investment in otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it rules and has not relied on any information or representations made by third partiesregulations promulgated thereunder. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (fe) The Purchaser is has full right, power, authority and will be acquiring capacity to enter into this Agreement and to consummate the Securities for 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 own accountterms, 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) as to those provisions of Section 10.7 relating to indemnity or contribution. 6.2 The Purchaser represents and warrants to and covenants with the Company that it has not with a view to engaged in any resale or distribution short sales of the Note Company's Common Stock within the three (3) month period prior to the Closing Date. 6.3 The Purchaser understands that nothing in whole or in partthe SEC Documents, in violation of the Securities Act this Agreement or any applicable securities laws. (g) The offer other materials presented to the Purchaser in connection with the purchase and sale of the Securities is intended to be exempt from registration under constitutes legal, tax or investment advice and that independent legal counsel has reviewed these documents and materials on the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities ActPurchaser's behalf. The Purchaser understands that the Securities purchased hereunder have not beenhas consulted such legal, tax and may never beinvestment advisors as it, registered under the Securities Act and that none in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)Securities.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for the benefit of the Company, as follows: (a) If the Purchaser is an entity, the The Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction Commonwealth of its incorporation or organization. (b) the Bahamas. This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' ’ rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations as provided hereunder and thereunder. (cb) The Purchaser understands that no Federal, state, local has received and reviewed or foreign governmental body or regulatory authority has made any finding or determination relating had access to the fairness of an investment in any copies of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment Public Documents (as defined in any of the SecuritiesSection 3 (b) hereof). The Purchaser, in making the decision to purchase the SecuritiesShares, has relied upon independent investigation made by it and its advisors, if any, and has not relied on any information or representations made by third parties. The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of the Purchaser, its advisors or counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in this Agreement and the Registration Rights Agreement attached hereto as Exhibit A (the “Registration Rights Agreement”). (dc) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Actis, and applicable state securities laws. (e) The Purchaser is at all times relevant to the offer to sell the Shares was, an "“accredited investor" ” as defined under Rule 501 of Regulation D promulgated under the Securities Act. (fd) The Purchaser is and will be acquiring the Securities Shares for its such Purchaser’s own account, for investment, and not with a view to any resale or distribution of the Note Shares in whole or in part, in violation of the Securities Act Act. Nothing contained herein shall be deemed a representation or warranty by the Purchaser to hold the Shares for any applicable securities lawsperiod of time. The Purchaser does not have any agreement or understanding with any third party to distribute any of the Shares. (ge) The offer and sale of the Securities Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of and Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities Shares purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or or, in the opinion of counsel for the Company Company, an exemption from registration under the Securities Act is available (and then the Securities Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities lawslaws to the reasonable satisfaction of counsel for the Company). (f) The Purchaser (i) has such knowledge, experience and sophistication in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company; and (ii) recognizes that such Purchaser’s investment in the Company involves a high degree of risk. The Purchaser is capable of bearing the entire loss of its investment in the Shares. (g) The Purchaser is neither a registered broker-dealer nor an affiliate of a registered broker-dealer. (h) Neither the Purchaser nor any of its affiliates, officers or agents has or will solicit any material non-public information from the Company.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Companyrepresents, warrants and covenants to and with the Underwriter and the Corporation (which representations, warranties and covenants shall survive Closing) that: (A) in the case of a purchase by the Purchaser of Special Warrants as principal for its own account and not for the benefit of the Company: (a) If the Purchaser is an entityany other person, the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under purchasing the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" Purchased Warrants as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities principal for its own account, and not for the benefit of any other person or company and not with a view to any the resale or distribution of all or any of the Note Purchased Warrants, and this Subscription Agreement has been authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of the undersigned, and: (1) the Purchaser is one of the following: (i) if subject to applicable securities legislation of the Province of Alberta, a loan corporation, trust corporation, treasury branch or credit union or a subsidiary of such an entity where such entity owns beneficially all of the voting securities of that subsidiary; (ii) if subject to applicable securities legislation of the Province of Ontario, a loan corporation or trust corporation registered under the Loan and Trust Corporations Act (Ontario); (iii) if subject to the applicable securities legislation of the Province of Quebec, a savings company holding a licence under the Act respecting trust companies and savings companies (Quebec), a loan and investment society registered in whole accordance with the Loan and Investment Societies Act (Quebec), a federation or a confederation of savings and credit unions within the meaning of the Savings and Credit Unions Act (Quebec), the Caisse centrale Xxxxxxxxxx du Quebec established under the Act respecting the Mouvement des caisses Xxxxxxxxxx (Quebec) or a trust company licensed under the Act respecting trust companies and savings companies (Quebec) or a subsidiary of such trust company to the extent that such trust company holds all of the voting securities of that subsidiary; (iv) if subject to applicable securities legislation of the Province of Alberta, an insurance company licensed under the Insurance Act (Alberta) or a subsidiary of such insurance company where such insurance company owns beneficially all of the voting securities of the subsidiary; (v) if subject to applicable securities legislation of the Province of Alberta, an insurance company licensed under the Insurance Act (Alberta) or a subsidiary of such insurance company where such insurance company owns beneficially all of the voting securities of the subsidiary; (vi) if subject to applicable securities legislation of the Province of British Columbia, an insurance company or a subsidiary of such insurance company where such insurance company owns beneficially all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; (vii) if subject to applicable securities legislation of the Province of Ontario, an insurance company licensed under the Insurance Act (Ontario); (viii) if subject to applicable securities legislation of the Province of Quebec, an insurance company licensed under the Act respecting insurance (Quebec) or a subsidiary of such insurance company to the extent that such insurance company holds all voting securities of that subsidiary; or (ix) a bank listed in partSchedule I or II of the Bank Act (Canada), or the Business Development Bank of Canada incorporated under the Federal Business Development Bank Act (Canada); (2) the Purchaser is recognized or designated as an exempt purchaser under applicable securities legislation and, if subject to the securities legislation of one of the provinces of Alberta, British Columbia or Ontario, is not an individual; or (3) the Purchaser is purchasing a sufficient number of Special Warrants such that the aggregate acquisition cost to the Purchaser of such Special Warrants is not less than $150,000 (if subject to the securities legislation of the provinces of Ontario or Quebec) or $97,000 (if subject to the securities legislation of the province of Alberta or British Columbia); (B) in violation the case of the purchase by the Purchaser of Special Warrants as agent for a disclosed principal, each beneficial purchaser of the Purchased Warrants for whom the Purchaser is acting is purchasing as principal for its own account and not for the benefit of any other person; the Purchaser is an agent with due and proper authority to execute this Subscription Agreement and all other documentation in connection with the purchase of the Purchased Warrants on behalf of the beneficial purchaser; and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, the disclosed principal; and the beneficial purchaser: (1) is recognized or designated as an exempt purchaser under applicable Canadian provincial securities legislation and, if subject to the securities legislation of one of the provinces of Alberta or Ontario, is not an individual; or (2) is purchasing a sufficient number of Special Warrants such that the aggregate acquisition cost to the beneficial purchaser of such Special Warrants is not less than $150,000 (if subject to the securities legislation of the provinces of Ontario or Quebec), or $97,000 (if subject to the securities legislation of the provinces of Alberta or British Columbia); (C) in the case of the purchase by the Purchaser of Special Warrants as trustee or as agent for a principal which is undisclosed or identified by account number only, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the undersigned acting in such capacity, and either: (i) if subject to applicable securities legislation of the Province of Alberta, the Purchaser is: (a) a trust corporation as defined in such securities legislation, and any amendments thereto, trading as a trustee or an agent; or (b) a portfolio manager or a person or a company trading as an agent that is exempt from registration as a portfolio manager under applicable securities legislation, for accounts that are fully managed by the Purchaser; or (ii) if subject to the applicable securities legislation of the Province of Ontario, the Purchaser is a trust company registered under the Loan and Trust Corporations Act (Ontario) and is purchasing the Purchased Warrants as trustee or as agent for accounts that are fully managed by the Purchaser; (2) the beneficial purchaser of the Purchased Warrants for whom the Purchaser is acting is an individual or corporation and is purchasing as principal for its own account, and not for the benefit of any other person, and (i) is purchasing a sufficient number of Special Warrants such that the beneficial purchaser's aggregate acquisition cost of such Special Warrants is not less than $150,000 (if subject to the securities legislation of the provinces of Ontario or Quebec) or $97,000 (if subject to the securities legislation of the provinces of Alberta or British Columbia); or (ii) is recognized or designated as an exempt purchaser under applicable securities legislation and, if subject to the securities legislation of one of the provinces of Alberta, British Columbia or Ontario, is not an individual; (D) if the Purchaser is an individual, the Purchaser has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (E) if the Purchaser is not an individual or a corporation, each member of the partnership, syndicate or other unincorporated organization which is the beneficial purchaser, or each beneficiary of the trust which is the beneficial purchaser, as the case may be, is an individual who is purchasing Special Warrants having an aggregate acquisition cost to such individual of not less than $150,000 (if subject to the securities legislation of the provinces of Ontario or Quebec) or $97,000 (if subject to the securities legislation of the provinces of Alberta or British Columbia); (F) if the Purchaser is not a corporation, an individual or other unincorporated organization (including, without limitation, a syndicate, partnership, trust, association or other form of unincorporated organization), then the Purchaser falls within one of the following categories: (i) pension plans; (ii) groups of pension plans under common management; (iii) organizations of members of a family fund formed to make investments of family funds; (iv) testamentary trusts and estates; (v) organizations which have primary ongoing business activities other than investing in securities; (vi) mutual funds other than "private mutual funds" (within the meaning of subsection 1(1) of the Securities Act (Ontario)) or any the equivalent provision of other applicable Canadian provincial securities laws. legislation; (gvii) The offer and sale group registered retirement savings plans or group deferred profit sharing plans; or (viii) a partnership, interests in which are offered by prospectus, which in turn invests in securities in reliance upon clause 72(1)(d) of the Securities Act (Ontario) and section 27 of the Regulation (the "Regulation") made thereunder or upon subsection 14(f) of the Regulation (or in each case, the equivalent provisions of other applicable Canadian provincial securities legislation); (G) if the Purchaser is intended a resident of British Columbia, then the Purchaser is hereby notified that: (1) with respect to a sale by the Purchaser of any Purchased Warrants (or with respect to a sale by the Purchaser of the Subject Securities into which such Purchased Warrants are exercisable where a receipt for the Prospectus is not obtained in British Columbia), the Purchaser must file with the British Columbia Securities Commission (i) a report in the form required under the British Columbia Securities Commission's blanket order ruling #95/17 - "In the Matter of the Legending of Certificates" (the "Initial Trade Report"), or (ii) the report required under the laws of the jurisdiction in which the Corporation carries on business or which the Corporation is incorporated, organized or continued, provided that the report requires substantially the same information as required in the Initial Trade Report (the "Purchaser's Report"), within 10 days of the initial trade of the Purchased Warrants (or Subject Securities into which such Purchased Warrants are exercisable where a receipt for the Prospectus is not obtained in British Columbia), by the Purchaser; and (2) where the Purchaser has filed an Initial Trade Report or a Purchaser's Report with respect to any Purchased Warrants (or Subject Securities into which such Purchased Warrants are exercisable where a receipt for the Prospectus is not obtained in British Columbia), the Purchaser is not required to file a further report in respect of additional trades of Purchased Warrants (or Subject Securities where a receipt for the Prospectus has not been obtained from the British Columbia Securities Commission) acquired on the same date and under the same exemptions as the Purchased Warrants (or Subject Securities where a receipt for the Prospectus has not been obtained from the British Columbia Securities Commission) that are the subject of the Initial Trade Report or the Purchaser's Report; (H) neither the Purchaser nor any party on whose behalf it is acting has been established, formed or incorporated solely to acquire or permit the purchase of the Purchased Warrants without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation; (I) if the Purchaser sells the Purchased Warrants or the Subject Securities before any receipt for a Prospectus is obtained, it will comply with the securities legislation of the jurisdiction within which such Purchaser and the person to whom such Purchaser sells the Purchased Warrants or the Subject Securities resides; (J) as the Purchased Warrants and the Subject Securities are subject to resale restrictions under applicable Canadian provincial securities legislation, the Purchaser, or in the case of a purchase by the Purchaser acting as agent for a disclosed principal, each beneficial purchaser, shall comply with all relevant securities legislation concerning any resale of the Purchased Warrants or the Subject Securities (and neither the Corporation nor the Underwriters is in any way responsible for such compliance) and shall consult with its own legal advisors with respect to such compliance; (K) the Purchaser (or, if applicable, others for whom it is contracting hereunder) will execute and deliver within the applicable time periods all documentation as may be exempt required by applicable Canadian securities legislation and regulations to permit the purchase of the Purchased Warrants on the terms herein set forth; (L) if required by applicable securities legislation, policy or order of a securities regulatory authority, stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issuance of the Special Warrants or Subject Securities as may be required; (M) the Purchaser will promptly execute and deliver all documentation as may be required by applicable Canadian securities legislation and policy statements and by CDN to permit the purchase of the Purchased Warrants hereunder on the terms as set forth herein; (N) either (i) the Purchaser and each beneficial purchaser for whom it is acting are resident in the province set out in their address in this Subscription Agreement; or (ii) the Purchaser is not a citizen or resident of Canada or the United States, or a corporation, partnership or other entity created in or organized under the laws of Canada or the United States or any province or territory thereof (collectively a "Canadian person") and such Purchaser is not purchasing the Special Warrants or the Subject Securities for the account of any Canadian person; (O) if the Purchaser is a resident of a jurisdiction other than Canada or the United States: (i) the Purchaser is purchasing the Purchased Warrants as principal for investment purposes only and not with a view to resale or distribution; (ii) the Purchaser has knowledge and experience with respect to an investment of this type enabling it to evaluate the merits and risks thereof and has the capacity to obtain competent independent, business, legal and tax advice regarding this investment; and (iii) the purchase of the Special Warrants by such Purchaser does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (B) any registration or other obligation on the part of the Underwriters; (P) the Purchaser hereby acknowledges that no prospectus has been filed by the Corporation with any securities commission in any jurisdiction in connection with the issuance of the Special Warrants and the issuance is exempted from registration the prospectus requirements available under the provisions of applicable securities legislation and applicable securities regulations (the "Securities Legislation") and as a result: (i) the Purchaser is restricted from using most of the civil remedies available under the Securities Act, by virtue of Section 4(2Legislation; (ii) and/or Rule 506 of Regulation D promulgated the Purchaser may not receive information that would otherwise be required to be provided to him under the Securities Act. The Purchaser understands Legislation; and (iii) the Corporation is relieved from certain obligations that the Securities purchased hereunder have not been, and may never be, registered would otherwise apply under the Securities Act and that none Legislation; and (P) the Purchaser is capable of assessing the proposed investment as a result of the Securities can be sold Purchaser's financial or transferred unless they are first investment experience or as a result of advice received from a registered under person other than the Securities Act Corporation or an affiliate thereof, and such state and other securities laws as may be applicable or in is able to bear the opinion economic loss of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)its investment.

Representations, Warranties and Covenants of the Purchaser. The By executing this Share Purchase Agreement, the Purchaser hereby makes the following representations and warranties to the Companyrepresents, warrants and covenants for to Banro and the benefit of Barbados Subsidiary and acknowledges that Banro and the CompanyBarbados Subsidiary are relying thereon in entering into this Share Purchase Agreement that, as at the date hereof and at the Closing Time: (a) If the Purchaser is aware of the characteristics of the Purchased Securities and the risks relating to an entityinvestment therein and agrees that the Purchaser must bear the economic risk of its investment in the Purchased Securities. The Purchaser understands that it will not be able to resell the Purchased Series B Shares until expiry of any applicable hold period under applicable Securities Laws except in accordance with limited exemptions and compliance with other requirements of applicable law, and the Purchaser (and not Banro) is responsible for compliance with applicable resale restrictions or hold periods and will comply with all relevant Securities Laws in connection with any resale of the Purchased Series B Shares; (b) the Purchaser has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaser’s proposed investment in the Purchased Securities, including the relevant tax, accounting, legal, regulatory, currency and other economic considerations relevant to its investment in the Purchased Securities, and understands that (i) any payments that it may receive in respect of the Purchased Securities will vary based on factors outside of Banro’s and the Barbados Subsidiary’s control (including but not limited to the price of gold), (ii) the Barbados Subsidiary’s board of directors has no obligation to declare and pay dividends on the Barbados Preferred Shares, and (iii) any amounts that the Purchaser may be entitled to receive in respect of the Barbados Preferred Shares (including any dividends, redemption payments and liquidation payments) may be limited by applicable corporate law; (c) the Purchaser is aware that the certificates evidencing the Series B Shares will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, a legend in substantially the following form: “Unless permitted under securities legislation, the holder of this security must not trade the security before [INSERT DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].” (d) the Purchaser is duly incorporated and is a valid and existing corporation, has the corporate power and authority to execute and deliver this Share Purchase Agreement, to subscribe for the Purchased Securities, to take all actions required pursuant hereto and to complete the transactions contemplated hereunder on the terms and conditions set forth herein and has taken all necessary corporate action in respect thereof; (e) the Purchaser has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a pre-existing purpose other than to use such exemptions; (f) the execution and delivery of this Share Purchase Agreement and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default or breach under, any term or provision of any constating documents, by-laws or resolutions of the Purchaser or to the knowledge of the Purchaser any indenture, contract, agreement (whether written or oral), instrument or other document to which the Purchaser is a corporationparty or subject, limited liability company or partnership duly incorporated any judgment, decree, order, statute, rule or organized, validly existing and in good standing under regulation applicable to the laws of the jurisdiction of its incorporation or organization.Purchaser; (bg) This this Share Purchase Agreement has been duly and validly authorized, validly executed and delivered by the Purchaser and is constitutes a valid and legal, valid, binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to limitations on enforcement or affecting the rights of creditors generally and except as limited by general the application of equitable principles of equity when equitable remedies are sought, and by bankruptcy or other laws affecting the enforcement of creditors' fact that rights generallyto indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (h) the Purchaser has full power not received, nor has the Purchaser requested, nor does the Purchaser have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document describing or purporting to describe the business and authority affairs of Banro or any of its subsidiaries which has been prepared for delivery to, and review by, prospective purchasers in order to execute assist them in making an investment decision in respect of the purchase of the Purchased Securities; (i) except pursuant to the Exchange and deliver Support Agreement and except as provided herein with respect to the listing of the Series A Shares issuable upon exchange of the Purchased Securities, no person has made any written or oral representation to the Purchaser that any person will re-sell or re-purchase the Purchased Series B Shares, or refund any of the purchase price of the Purchased Series B Shares, or that the Purchased Series B Shares will be listed on any exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list any such security on any exchange or quote the security on any quotation and trade reporting system, and no person has given any undertaking to the Purchaser relating to the future value or price of the Purchased Securities; (j) the Purchaser acknowledges that the Purchaser’s holding and disposition of the securities contemplated by this Share Purchase Agreement may have tax consequences under the laws of Canada, the United Kingdom, Barbados, and other applicable jurisdictions, and that the Purchaser is solely responsible for determining the tax consequences applicable to its particular circumstances and agrees that it is solely responsible for obtaining such legal, tax and other advice as the Purchaser considers appropriate in connection with the execution, delivery and performance of this Share Purchase Agreement and the transactions contemplated hereunder; (k) the Purchaser, whether acting as principal, trustee or agent, is neither (i) a “U.S. Person” (as defined in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act), which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee is a U.S. Person, and any partnership or corporation organized or incorporated under the laws of the United States, nor (ii) purchasing the Purchased Securities for the account or benefit of a U.S. Person or a person in the United States or for resale in the United States, and the Series B Shares have not been offered to the Purchaser in the United States and the Purchaser was not in the United States when the order was placed or when this Share Purchase Agreement was executed and delivered; (l) the Purchaser is resident in the United Kingdom (the “International Jurisdiction”) and is a qualified investor as defined in section 86(7) of the Financial Services and Markets Xxx 0000 (“FSMA”); (m) the Purchaser is purchasing the Purchased Series B Shares as principal for its own account and not for the benefit of any other agreements person; (n) the Purchaser is a person in the United Kingdom who: (i) is (A) an investment professional having professional experience in matters relating to investments for the purposes of Article 19 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001(“Financial Promotion Order”), or (B) a person falling within Article 49(2)(A) to (D) ("High Net Worth Companies, unincorporated associations, etc") of the Financial Promotion Order, or (C) a person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the issue or sale of the Purchased Securities may otherwise lawfully be communicated; and (ii) has complied with and undertakes to comply with all applicable provisions of FSMA and other applicable Securities Laws with respect to anything done by it in relation to the Purchased Securities in, from or otherwise involving the United Kingdom; (o) the Purchaser confirms that, to the extent applicable to it, it is aware of, has complied and will comply with its obligations in connection with the Proceeds of Crime Xxx 0000, the Terrorism Xxx 0000, the Terrorism Xxx 0000 and Part VIII of FSMA, it has identified its clients in accordance with the Money Laundering Regulations 2007 (as amended and supplemented) (the “Regulations”) and has complied fully with its obligations pursuant to the Regulations and will, as a condition precedent of any acceptance of this subscription, provide all such information and documents contemplated hereby and as may be required in relation to perform its it (or any person on whose behalf it is acting as agent) that may be required by Banro or any agent or person acting for it in order to discharge any obligations hereunder and thereunder.under the Regulations; (cp) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any none of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision funds being used to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Purchased Securities are to the Purchaser’s knowledge proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being offered used to purchase the Purchased Securities which will be advanced by the Purchaser to Banro and sold to it in reliance on specific provisions the Barbados Subsidiary hereunder will not represent proceeds of Federal and state securities laws and that crime for the Company is relying upon the truth and accuracy purposes of the representations, warranties, agreements, acknowledgments and understandings Proceeds of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. Crime (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities lawsMoney Laundering).

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for with the benefit of the CompanyCompany that: (a) If 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 is deems relevant (including the SEC Documents) in making an entity, informed decision to purchase the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationShares. (b) This Agreement has been duly authorized, validly executed and delivered The Purchaser is acquiring the Shares being acquired by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject pursuant to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver 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 other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunderdistribution of such Shares, except in compliance with Section 5.1(c). (c) The Purchaser understands that no Federalwill not, statedirectly or indirectly, local offer, sell, pledge, transfer or foreign governmental body otherwise dispose of (or regulatory authority has made solicit any finding offers to buy, purchase or determination relating to the fairness of an investment in otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it rules and has not relied on any information or representations made by third partiesregulations promulgated thereunder. (d) The Purchaser understands that has, in connection with its decision to purchase the Securities are being offered and sold Securities, relied with respect to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying and its affairs solely upon the truth SEC Documents and accuracy of the other information delivered to the Purchaser by the Company as described in Sections 4.4 and 5.1(a) above and the representations, warranties, agreements, acknowledgments warranties and understandings covenants of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsCompany contained herein. (e) The Purchaser is an "accredited investor" as defined under 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. (f) The Purchaser is 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 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) as to those provisions of Section 0 relating to indemnity or contribution. 5.2 The Purchaser represents and warrants to and covenants with the Company that it has not engaged and will be acquiring the Securities for its own account, and not with a view to engage in any resale or distribution short sales of the Note Company's Common Stock for so long as such Purchaser holds such Shares. 5.3 The Purchaser understands that nothing in whole or in partthe SEC Documents, in violation of the Securities Act this Agreement or any applicable securities laws. (g) The offer other materials presented to the Purchaser in connection with the purchase and sale of the Securities is intended to be exempt from registration under Shares constitutes legal, tax or investment advice and that independent legal counsel has reviewed these documents and materials on the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities ActPurchaser's behalf. The Purchaser understands that the Securities purchased hereunder have not beenhas consulted such legal, tax and may never beinvestment advisors as it, registered under the Securities Act and that none in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)Shares.

Representations, Warranties and Covenants of the Purchaser. 5.1 The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for with the benefit of the CompanyCompany that: (a) If The 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, and has requested, received, reviewed and considered all information the Purchaser is deems relevant, including the SEC Documents, in making an entity, informed decision to purchase the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationShares. (b) This Agreement has been duly authorized, validly executed and delivered by The Purchaser is acquiring the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject Shares pursuant to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver 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 other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunderdistribution of such Shares, except in compliance with Section 5.1(c). (c) The Purchaser understands that no Federalwill not, statedirectly or indirectly, local offer, sell, pledge, transfer or foreign governmental body otherwise dispose of (or regulatory authority has made solicit any finding offers to buy, purchase or determination relating to the fairness of an investment in otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it rules and has not relied on any information or representations made by third partiesregulations promulgated thereunder. (d) The Purchaser understands that has, in connection with its decision to purchase the Securities are being offered and sold Shares, relied with respect to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying and its affairs solely upon the truth SEC Documents and accuracy the representations and warranties of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsCompany contained herein. (e) The Purchaser is an "“accredited investor" as defined under ” 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. (f) The Purchaser is has full right, power, authority and will be acquiring capacity to enter into this Agreement and to consummate the Securities for 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 own accountterms, 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 not with a view (iii) as to any resale those provisions of Section 8.3 relating to indemnity or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities lawscontribution. (g) The offer 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 the Shares. (h) The Purchaser shall have completed or caused to be completed and delivered to the Company, no later than five business days prior to the Closing Date, the Investor Questionnaire for use in preparation of the Registration Statement, and the answers to the Investment Questionnaire will be true and correct as of the Closing Date and 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 before the effective date of such Registration Statement. 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 subsequent to December 15, 2006. The Purchaser represents and warrants to and covenants with the Company that the Purchaser 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 (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 the Purchaser in connection with the purchase and sale of the Securities is intended to be exempt from registration under the Securities ActShares constitutes legal, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Acttax or investment advice. The Purchaser understands that the Securities purchased hereunder have not beenhas consulted such legal, tax and may never beinvestment advisors as it, registered under the Securities Act and that none in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)Shares.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations represents and warranties warrants to the Company, and covenants for the benefit of the Company, as follows: (a) If the Purchaser is an entity, the The Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationCayman Islands. (b) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser has received and carefully reviewed copies of the Public Documents (as hereinafter defined). The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities Shares and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the SecuritiesShares. The Purchaser, in making the decision to purchase the SecuritiesShares, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities Shares for its such Purchaser's own account, and not with a view to any resale or distribution of the Note Shares in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or and Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities Shares purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (h) The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company; and (ii) recognizes that such Purchaser's investment in the Company involves a high degree of risk. (i) The Purchaser is capable of evaluating the risks and merits of an investment in the Shares by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and such Purchaser is capable of bearing the entire loss of its investment in the Shares. (j) The Purchaser is neither a registered broker-dealer nor an affiliate of a registered broker-dealer. (k) The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Purchaser understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser has not obtained any material non-public information from the Company. (l) The Purchaser shall comply with all applicable federal securities laws, rules and regulations in connection with the sale of the Shares purchased by the Purchase hereunder.

Representations, Warranties and Covenants of the Purchaser. In connection with the Acquisition, the Purchaser hereby represents, warrants and acknowledges that, as of the Settlement Date: 2.1 The Purchaser hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) If the Purchaser is an entity, the Purchaser is a [limited partnership, corporation, partnership or limited liability company or partnership company] duly incorporated or organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. formation and (b) This has the requisite [partnership, corporate or limited liability company, as the case may be,] power and authority to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement. 2.2 The execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, (a) have been duly authorized by all necessary [partnership, corporate or limited liability company, as the case may be,] action, (b) do not contravene the terms of such Purchaser’s organizational documents, or any amendment thereof and (c) do not violate, conflict with or result in any breach or contravention of, or the creation of any liens, charges or encumbrances (each, a "Lien") under, any material contractual obligation of such Purchaser or any law, order, judgment, rule or regulation applicable to such Purchaser. 2.3 Each of this Agreement and the Registration Rights Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a constitutes the legal, valid and binding agreement and obligation of the Purchaser Purchaser, enforceable against the Purchaser it in accordance with its terms, subject to limitations on enforcement except as (a) enforceability may be limited by general principles of equity and by bankruptcy applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally, generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity) and (b) enforceability of certain indemnification provisions may be limited by public policy. 2.4 Assuming the Purchaser has full power and authority to execute and deliver compliance by the Company with its covenants under this Agreement and the other agreements accuracy of all of the Company’s representations and documents contemplated hereby warranties under this Agreement, and to perform its obligations hereunder (a) except as required by the state securities or "blue sky" laws, (b) except for such consents, approvals, authorizations, orders, filings or registrations which have been obtained or made and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to except for the fairness of an investment in any registration of the Securities under the Securities Act of 1933 (the "Securities Act") and that the qualification of the Indenture under the Trust Indenture Act of 1939 (the "TIA"), no Federalconsent, stateapproval, local authorization or foreign governmental body or regulatory authority has recommended or endorsedorder of, or will recommend filing or endorseregistration with, any investment court or governmental agency or body, and no lapse of a waiting period under any law, rule or regulation, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Purchaser of this Agreement or the Registration Rights Agreement or the transactions contemplated hereby or thereby. 2.5 The Securities to be acquired by the Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state of the United States, without prejudice, however, to the rights of the Purchaser under the Registration Rights Agreement or the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of such Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act. If the Purchaser should in the future decide to dispose of any of such Securities, it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. The PurchaserPurchaser agrees to the imprinting, in making of a legend on certificates representing all of its Securities to the decision to purchase extent required under the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third partiesIndenture. (d) 2.6 The Purchaser understands that the issuance in the Securities are being offered will not be registered under the Securities Act for the reason that the Acquisition is exempt pursuant to Section 4(2) of the Securities Act and sold that the reliance of the Company on such exemption is predicated in part on the Purchaser’s representations set forth herein. 2.7 The Purchaser has received and reviewed, among other things, copies of (a) the Company’s annual reports on Form 10-K for the years ended December 31, 2002 and December 31, 2003, (b) the Company’s quarterly reports on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004, (c) a copy of the Indenture, and (d) the Registration Rights Agreement. The Purchaser has reviewed to it its satisfaction the terms of the Securities (as set forth in reliance on specific provisions of Federal the Indenture) and state securities laws and the registration rights attaching thereto (as set forth in the Registration Rights Agreement). 2.8 The Purchaser is aware that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration not current in filing its periodic reports under the Securities Exchange Act of 1934 (the "Exchange Act"), and, as a result, the information relating to the Company on which the Purchaser is relying does not reflect the Company’s financial condition and applicable state securities laws. operating results as of and for the quarter ended September 30, 2004. The Purchaser recognizes that the Company may be in possession of nonpublic information (ewhich may include information relating to the Company’s financial condition and operating results for such quarters) that may or may not be independently known to the Purchaser (the "Nonpublic Information") and that the Nonpublic Information has not been disclosed to the Purchaser at the Purchaser’s request. The Purchaser is an "accredited investor" as defined under Rule 501 entering into this Agreement notwithstanding that it is aware the Nonpublic Information may exist, and neither the existence of Regulation D promulgated under the Securities ActNonpublic Information, nor the substance of it, nor the fact that it has not been disclosed by the Company to the Purchaser is material to the Purchaser or to its determination to enter into this Agreement and to consummate the Acquisition pursuant hereto. (f) 2.9 The Purchaser is and will be acquiring a "qualified institutional buyer" within the Securities for its own account, and not with a view to any resale or distribution meaning of the Note in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated 144A under the Securities Act. The Purchaser understands that is a sophisticated buyer with respect to the Securities purchased hereunder have and has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Securities and to make an informed investment decision with respect to such acquisition and the Acquisition. The Purchaser has independently and without reliance upon the Company or upon Xxxxxxx Xxxxx & Associates, Inc. (the "Placement Agent") and based on such information as the Purchaser has deemed appropriate in its independent judgment made its own analysis and decision to enter into this Agreement and consummate the Acquisition and the other transactions contemplated hereby. As a result the Purchaser is not beenrelying on the Placement Agent to undertake the verification of information related to the Acquisition and the other transactions contemplated hereby. The Purchaser is aware that neither the Company nor the Placement Agent has made or makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement, and may never beneither the Company nor the Placement Agent has any obligations to the Purchaser, registered whether express or implied, including, without limitation, fiduciary obligations, except for those express obligations set forth herein. The Purchaser recognizes that all warranties regarding the Acquisition and the other transactions contemplated hereby are expressly disclaimed by the Placement Agent, including, but not limited to, any warranty of merchantability. 2.10 The Purchaser did not learn of the issue of the Securities by the Company as the result of any activities (a) that would constitute a "general solicitation" or "general advertising" (as such terms are used in Regulation D under the Securities Act and Act), (b) that none would in any manner involve a public offering within the meaning of Section 4(2) of the Securities can be sold Act or transferred unless they are first registered under (c) that would constitute a "tender offer" for purposes of the Securities Act and such state and other securities laws as may be applicable or in Exchange Act. The terms of the opinion of counsel for Acquisition were arrived at through arms’-length negotiations with the Company an exemption from registration under and/or its agents. 2.11 There are no contracts, agreements or understandings between any of the Securities Act is available (Purchaser or its affiliates and then any other person that would give rise to a valid claim against any of the Securities may be sold Company or transferred only its affiliates or the Placement Agent or its affiliates for a brokerage commission, finder’s fee or like payment in compliance connection with such exemption and all applicable state and other securities laws)the Acquisition.

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) If Purchaser acknowledges that the Purchaser is an entity, the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing Notes have not been registered under the laws Securities Act and that the Trust has not and does not propose to make a public offering of any Notes or other securities issued by the Trust. Purchaser further represents that it is acquiring the Notes not with a view to the distribution thereof, and that such Purchaser has no present intention of disposing of the jurisdiction Notes in a distribution; it being understood, however, that the disposition of such Purchaser’s property shall at all times be and remain within its incorporation or organizationcontrol. (b) This Purchaser understands that the Trustee will not register the Trust created under the Trust Agreement has been duly authorized, validly executed and delivered as an investment company under the Investment Company Act by the Purchaser and is a valid and binding agreement and obligation reason of the Purchaser enforceable against exclusion under Section 3(c)(7) of the Purchaser in accordance with its termsInvestment Company Act, subject and, therefore, the protections of the Investment Company Act are not available to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereundersuch Purchaser. (c) The Purchaser understands represents and warrants that no Federalit is a “qualified purchaser” as that term is defined under the Investment Company Act and the rules and regulations promulgated thereunder and its taxpayer identification number, statelegal name and jurisdiction of organization as provided on Schedule I hereto are true and correct. No Purchaser shall transfer all or any part of its interest in the Notes issued by the Trustee (i) to any Person unless such Person is a “qualified purchaser” as that term is defined under the Investment Company Act and the rules and regulations promulgated thereunder, local or foreign governmental body or regulatory authority has made any finding or determination relating (ii) to the fairness of an investment company registered or required to be registered under the Investment Company Act or a private investment company relying on the exceptions from the definition of investment company under Sections 3(c)(1) or 3(c)(7) of the Investment Company Act, (iii) to a Person formed for the specific purpose of purchasing the Notes, or (iv) in any of manner that will result in the Securities and that no Federal, state, local Trust or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any party to this Agreement being required to register as an investment in any of company under the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third partiesInvestment Company Act. (d) The Purchaser understands represents and warrants that it is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act”. Purchaser is aware that the Securities are being offered and sold sale to it is being made in reliance on specific provisions Rule 144A. Purchaser is acquiring the Note for its own account or for the account of Federal a qualified institutional buyer, and state securities laws and understands that such Note may be resold, pledged or transferred only (i) to a Person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the Company resale, pledge or transfer is relying upon being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the truth and accuracy Securities Act. (e) Purchaser agrees not to sell, transfer, assign, participate, pledge or otherwise dispose of the representations, warranties, agreements, acknowledgments and understandings any portion of the Purchaser set forth herein for purposes of qualifying for exemptions its interest in any Note (or any interest therein) except in a transaction exempt from registration under the Securities Act, and applicable state securities laws. (ein compliance with the provisions of §§2.09(b), 2.09(c) The Purchaser is an "accredited investor" as defined under Rule 501 and 3.03(b) of Regulation D promulgated under the Securities ActTrust Agreement. (f) The Any transfer of a Note by a Purchaser is in contravention of this section shall be void and will ineffective and shall not bind or be acquiring recognized by the Securities for its own account, and not with a view Trustee or any other Person. No such purported transfer shall give any purported transferee any right to any resale net profits, net losses or distribution distributions of the Note in whole or in part, in violation of the Securities Act Trust Estate or any applicable securities lawsother rights of a Noteholder. (g) The offer Purchaser acknowledges that the Notes have been issued in certificated form and sale of the Securities is intended are not eligible to be exempt from registration under deposited with the Securities ActDepository Trust Company or any other book-entry or certificateless system. (h) Purchaser acknowledges that the Trust Agreement and the Note have been structured with the intention that the Notes will be treated as debt for all purposes, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Actincluding federal income tax purposes. The Purchaser understands that by its acquisition of the Securities purchased hereunder have not beenNote agrees for all purposes to treat the Note consistently with such intent. The Purchaser agrees to treat the Note as debt for all tax and non-tax purposes, including regulatory and financial accounting purposes, and may never befor applicable federal, registered under state and local income and franchise tax law purposes and for purposes of any other tax imposed on, or measured by, income. (i) Purchaser acknowledges and agrees that, except as set forth in the Securities Act and that none Trust Agreement, no subsequent transfer of the Securities can be sold or transferred Note is permitted unless they are first registered under we cause our proposed transferee to provide to the Securities Act Trustee, on behalf of the Trust, a written statement with certifications consistent with the representations and such state and other securities laws as may be applicable or warranties set forth in this section in form acceptable to the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)Trustee.

Representations, Warranties and Covenants of the Purchaser. 6.1 The Purchaser hereby makes the following representations represents and warranties to warrants to, and covenants with, the Company, and covenants for the benefit as of the Company: (a) If the Purchaser is an entity, the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing date hereof and in good standing under the laws as of the jurisdiction of its incorporation or organization. Closing Date, that: (bi) This Agreement has been duly authorized, validly executed and delivered by the Purchaser and is a valid and binding agreement and obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Purchaser understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to the fairness of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Securities. The Purchaser, in making the decision to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. (d) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) The Purchaser is an "accredited investor" as defined under in Rule 501 of Regulation D promulgated under the Securities Act. ; (fii) The the Purchaser is and will be acquiring the Securities Shares for its own accountaccount for investment and with no present intention of distributing any of such Shares other than to any affiliate of the Purchaser; (iii) 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 in compliance with the Securities Act and the rules and regulations 6.2 The Purchaser agrees not to make any sale of the Shares except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements thereof. 6.3 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, and (ii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6.4 The Purchaser represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 promulgated thereunder, all certificates evidencing the Shares, whether upon initial issuance or upon any transfer thereof, 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 Securities Act of 1933 or the securities laws of any state. These securities have been acquired for investment and not with a view to any resale toward distribution or distribution resale. Such securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Note in whole or in part, in violation of the Securities Act or and any applicable state securities laws. (g) The offer and sale of , unless the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under the Securities Act. The Purchaser understands that the Securities purchased hereunder holder shall have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or in the obtained an opinion of counsel for reasonably satisfactory to the Company an exemption from that such registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)not required."

Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby makes the following representations acknowledges, represents, warrants and warranties to the Companyagrees as follows, and covenants for the benefit as of the Companydate hereof: (a) If the Purchaser (i) is an entity, the Purchaser is a corporation, limited liability company or partnership entity duly incorporated or organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organizationformation and (ii) has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. (b) Purchaser has all necessary power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate, limited liability company, partnership and other entity action on the part of the Purchaser. This Agreement has been duly authorized, and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and is a delivery by the Corporation, constitutes the valid and binding agreement and obligation of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its terms, subject to limitations on enforcement except as the enforceability hereof may be limited by general principles of equity and by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally, and the Purchaser has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereundergenerally or applicable equitable principles (whether considered in a proceeding at law or in equity). (c) The Purchaser understands acknowledges and agrees that no Federalthe Purchased Shares will be acquired for investment for such Purchaser’s own account, statenot as a nominee or agent, local or foreign governmental body or regulatory authority has made any finding or determination relating and not with a view to the fairness resale or distribution of an investment any part thereof in violation of any of the Securities applicable securities laws, and that the Purchaser has no Federalpresent intention of selling, state, local or foreign governmental body or regulatory authority has recommended or endorsedgranting any participation in, or will recommend or endorse, any investment otherwise distributing the same. Purchaser represents and warrants that the Purchaser has such knowledge and experience in any financial and business matters that the Purchaser is capable of evaluating the Securities. The Purchaser, in making merits and risks of owning the decision to purchase Purchased Shares that the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third partiesPurchaser is acquiring. (d) The Purchaser understands that the Securities are being offered Purchased Shares to be received by such Purchaser have not been, and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representationsissuance will not be, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein for purposes of qualifying for exemptions from registration registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations and warranties as expressed herein. Purchaser understands that the Purchased Shares to be received by the Purchaser will be “restricted securities” under applicable securities laws and that, pursuant to these laws, the Purchaser must hold such shares indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and qualified by state securities lawsauthorities, or an exemption from such registration and qualification requirements is available. (e) The Purchaser understands that the Purchased Shares to be received by the Purchaser may be notated with the following legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” (f) Purchaser is an "“accredited investor" ” (as defined under Rule 501 of in Regulation D promulgated under the Securities Act. (f) The Purchaser is and will be acquiring the Securities for its own account, and not with a view to any resale or distribution of the Note in whole or in part, in violation of the Securities Act or any applicable securities laws). (g) The offer Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation and sale analysis of the Securities is intended business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Corporation and that the Purchaser has received access to be exempt from registration under such books and records, facilities, equipment, contracts and other assets of the Corporation that it has desired or requested to review for such purpose, and that it has had a full opportunity to meet with the management of the Corporation and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Corporation. (h) Purchaser acknowledges that the Corporation has made available to the Purchaser through the SEC’s XXXXX system, true and complete copies of the Corporation’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Corporation’s Proxy Statement on Schedule 14A for its Annual Meeting of Shareholders for 2020, the Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and all other reports filed by the Corporation pursuant to the Securities ActExchange Act of 1934 and prior to the date hereof. Purchaser acknowledges receipt of copies of all of such SEC filings. (i) Purchaser acknowledges that, by virtue of Section 4(2) and/or Rule 506 of Regulation D promulgated under except for the Securities Act. The Purchaser understands that the Securities purchased hereunder have not beenrepresentations and warranties contained in this Agreement, and may never be, registered under the Securities Act and that none of the Securities can be sold Corporation or transferred unless they are first registered under the Securities Act and such state and any of its affiliates or representatives or any other securities laws as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available person makes (and then the Securities may be sold Purchaser is not relying on) any representation or transferred only warranty, express or implied, to such Purchaser in compliance connection with the transactions contemplated by this Agreement. (j) No person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Corporation or Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such exemption and all applicable state and other securities laws)Purchaser.