Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each of the Purchasers hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company, with respect solely to itself and not with respect to any other Purchaser: (a) If a Purchaser is an entity, such 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 each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such 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 each 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) Each 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 the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) Each Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution of the Securities 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) of the Securities Act. Each 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 PURCHASERS. (a) Each of the Purchasers hereby makes the following representations represents and warranties to the Companywarrants to, and covenants for with, the benefit Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the CompanyShares, the Warrants and the Warrant Shares, including investments in securities issued by the Company and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and Warrants; (ii) such 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 respect solely no present intention of distributing any of such Shares and Warrants, and no arrangement or understanding exists with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting such Purchaser’s right to itself sell such Shares and not the Warrant Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any other claims arising out of a breach of this representation and warranty, such Purchaser: ’s right to indemnification under Section 7.3); (aiii) If except pursuant to the Registration Statement or otherwise in compliance with the Securities Act and the Rules and Regulations, such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Warrant Shares, nor will such Purchaser engage in any short sale which results in a disposition of any of the Shares, Warrants or Warrant Shares by Purchaser (except for a short sale executed at a price in excess of the then applicable “Warrant Exercise Price” per share as defined in the Warrant); (iv) such 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 such Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire; (v) such 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 Public Filings and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (vi) such Purchaser is an entity, “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (vii) such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and agrees to notify the Company immediately of any change in good standing under the laws any of the jurisdiction foregoing information until such time as such Purchaser has sold all of its incorporation Shares, Warrants and Warrant Shares or organizationthe Company is no longer required to keep the Registration Statement effective. (b) This Agreement has been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such 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 each 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) Each 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 the Securities. Each 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) Each Purchaser Purchasers understands that the Securities Shares and Warrants are being offered and sold to it in reliance on upon specific provisions exemptions from the registration requirements of Federal Securities Act, the Rules and Regulations and state securities laws laws, and that the Company is relying upon the truth and accuracy of of, and each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each Purchaser the Purchasers set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the Securities Act, eligibility of the Purchasers to acquire the Shares and applicable state securities lawsWarrants. (ec) Each Purchaser is an "accredited investor" as defined under Rule 501 The Purchasers have used any information provided by the Company for the sole purpose of Regulation D promulgated under evaluating a possible investment in the Securities Act. (f) Each Purchaser is Shares and will be acquiring Warrants and the Securities for such Purchaser's own accountPurchasers hereby acknowledge that they are prohibited from reproducing or distributing this Purchase Agreement or any other offering materials or other information provided by the Company in connection with the Purchasers’ consideration of their investment in the Company, and not with a view to any resale or distribution of the Securities in whole or in part, or divulging or discussing any of their contents. Further, the Purchasers understand that the existence and nature of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchasers understand that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchasers hereby acknowledge that unauthorized disclosure of information regarding this offering may cause the Company to violate Regulation FD. In addition to the above, the Purchasers shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5(h) below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchasers, or that the Purchasers are legally required to disclose; provided, however, that if a 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 Purchasers understand that their investment in the Shares and Warrants involves a significant degree of risk and that the market price of the Common Stock has been and continues to be volatile and that no representation is being made as to the future value of the Common Stock. The Purchasers have the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and Warrants and have the ability to bear the economic risks of an investment in the Shares and Warrants. The Purchasers have been afforded the opportunity to ask questions of the Company regarding such matters. (e) The Purchasers understand that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares and Warrants. (f) The Purchasers understand that, until such time as the Registration Statement has been declared effective or the Shares and Warrant Shares may be sold by non-affiliates of the Company pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares, Warrant and Warrant Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares, Warrants and Warrant Shares): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” (g) Except for Nxxxxxx Emerging Growth Partners (Cayman), L.P., whose principal executive offices are in the Cayman Islands, each Purchaser’s principal executive offices are in the State of New York. (h) The Purchasers hereby covenant with the Company not to make any sale of the Shares or Warrant Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Purchasers acknowledge and agree that such Shares and Warrant Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares and Warrant Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser and (iii) to the effect that (A) the Shares and 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) if applicable, the requirement of delivering a current prospectus has been satisfied. The Purchasers acknowledge 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 such time as such prospectus has been supplemented, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchasers hereby covenant that they will not sell any Shares or Warrant Shares pursuant to such prospectus during the period commencing at the time at which the Company gives the Purchasers written notice of the Suspension of the use of such prospectus and ending at the time the Company gives the Purchasers written notice that the Purchasers may thereafter effect sales pursuant to such prospectus. The Purchasers shall not be prohibited from selling Shares or Warrant Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 30 days each in any twelve-month period, unless, in the good faith judgment of the Company’s Board of Directors, upon advice of counsel, the sale of Shares and Warrant Shares under the Registration Statement in reliance on this paragraph would be reasonably likely to cause a violation of the Securities Act or any applicable securities lawsthe Exchange Act. (gi) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) of the Securities Act. Each Purchaser understands that the Securities purchased hereunder have not beenfurther represents and warrants to, and may never becovenants with, registered under the Securities Act Company that (i) such Purchaser has full right, power, authority and that none 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 Securities can be sold or transferred unless they are first registered under the Securities Act execution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of such state and other securities laws Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available (similar laws affecting creditors’ and then the Securities contracting parties’ rights generally and except as enforceability may be sold subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or transferred only at law) and except as the indemnification agreements of such Purchaser in compliance with such exemption and all applicable state and other securities laws)Section 7.3 hereof may be legally unenforceable.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each of the Purchasers Purchaser, for himself and for no other Purchaser, hereby makes the following representations represents, warrants and warranties covenants to the Companyand with Futura and Young as follows, and acknowledge that Futura and Young are relying upon such representations, warranties covenants for in entering into this Agreement and the benefit of the Company, with respect solely to itself and not with respect to any other Purchasertransactions contemplated hereby: (a) If a Such Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing of legal capacity 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 each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such 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 generallyage, and each Purchaser has full the requisite power and authority to enter into, execute and deliver this Agreement and each of the other agreements Transaction Documents to be executed by him, and documents to perform each of his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents to perform its be executed by such Purchaser, when executed and delivered as contemplated herein or therein, will be duly and validly authorized, executed and delivered, and will be, valid and binding obligations hereunder of such Purchaser, enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and thereunder(3) as may be limited by public policy. (b) Such Purchaser is a resident of that jurisdiction set forth in such Purchaser’s address appearing on the signature page to this Agreement for the Purchaser. (c) Each Such Purchaser understands that no federal, state, local is not a U.S. Person and is not acquiring the Principal Shares to be acquired by him under this Agreement for the account or foreign governmental body or regulatory authority has made benefit of 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 the Securities. Each 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 partiessuch U.S. Person. (d) Each Such Purchaser understands was not in the United States both at the time the offer to purchase the Principal Shares to be acquired by him under this Agreement was received and at the time such Purchaser’s decision to purchase such Principal Shares was made. Such Purchaser was not in the United States at the time when the Purchaser signed and delivered this Agreement or when the Purchaser initiated or made payment of the Purchase Price for the Principal Shares. (e) Such Purchaser is purchasing the Principal Shares to be acquired by him under this Agreement for investment purposes and for his own account and benefit, not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Principal Shares to be acquired by him under this Agreement. Such Purchaser does not have any contract, undertaking, agreement or arrangement of any kind with any person to sell, transfer or grant participations to any other person with respect to any of the Principal Shares to be acquired by him under this Agreement. (f) Such Purchaser acknowledges that the Principal Shares are “restricted securities” within the meaning of the Securities Act and are being offered and sold to it such Purchaser in reliance on specific accordance with the provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy Regulation S of the representationsSecurities Act. (g) Such Purchaser agrees not to engage in hedging transactions with respect to the Principal Shares to be acquired by him under this Agreement unless such transactions are made in compliance with the provisions of the Securities Act. (h) Such Purchaser agrees to resell the Principal Shares acquired by him under this Agreement only in accordance with the provisions of Regulation S of the Securities Act, warranties, agreements, acknowledgments and understandings pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and in each case in accordance with any applicable state securities laws. Such Purchaser further agrees with Futura that Futura will refuse to register any transfer of the Principal Shares acquired by him under this Agreement not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. (ei) Each Such Purchaser acknowledges and agrees that all certificates representing the Principal Shares to be acquired by him under this Agreement will be endorsed with a restrictive legend substantially similar to the following in accordance with Regulation S of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” (j) Such Purchaser acknowledges that an investment in Futura is highly speculative, and involves a high degree of risk as Futura is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only investors who can afford the loss of their entire investment should consider investing in Futura. Such Purchaser is an "accredited investor" investor in securities of businesses in the development stage and acknowledges that such Purchaser is able to fend for himself, can bear the economic risk of such Purchaser's investment, and has such knowledge and experience in financial or business matters such that such Purchaser is capable of evaluating the merits and risks of an investment in Futura’s securities as defined under Rule 501 of Regulation D promulgated under the Securities Actcontemplated in this Agreement. (fk) Each Such Purchaser is and will be acquiring has satisfied himself as to the Securities for full observance of the laws of such Purchaser's own account’s jurisdiction of residence in connection with offer, and not with a view to any resale or distribution of the Securities in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer purchase and sale of the Securities is intended Principal Shares to be exempt from registration acquired by him under this Agreement, including (i) the Securities Act, by virtue of Section 4(2) legal requirements within such Purchaser’s jurisdiction for the purchase of the Securities Act. Each Purchaser understands Principal Shares to be acquired by him under this Agreement; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the Securities purchased hereunder have not beenincome tax and other tax consequences, if any, that may be relevant to an investment in the Principal Shares to be acquired by him under this Agreement; and may never be, registered under the Securities Act and that none (v) any restrictions on transfer applicable to any disposition of the Securities can Principal Shares to be sold or transferred unless they are first registered purchased by him as imposed by the jurisdiction in which such Purchaser is resident. The offer, purchase and sale of the Principal Shares by the Trust to such Purchasers contemplated under the Securities Act and such state and other securities laws as this Agreement may be applicable completed in such Purchaser’s jurisdiction of residence without regard to any registration, prospectus or in other requirements on behalf of the opinion of counsel for the Company an exemption from registration under the Securities Act is available (and then the Securities may be sold Trust, Young or transferred only in compliance with such exemption and all applicable state and other securities laws)Futura.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each of the Purchasers hereby makes the following representations Purchaser, severally and warranties not jointly, represents and warrants to the Company, and covenants for with the benefit of the Company, with respect solely to itself and not with respect to any other PurchaserCompany that: (a) If a Purchaser Such Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an entityinvestment 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 such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and deems relevant (including the Commission Documents) in good standing under making an informed decision to purchase the laws of the jurisdiction of its incorporation or organizationShares. (b) This Such Purchaser is acquiring the Shares pursuant to this Agreement for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares. (c) Such 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. (d) (i) Such Purchaser is an entity duly organized and validly existing in good standing (to the extent such concepts are applicable) under the laws of its jurisdiction of organization, (ii) such Purchaser has been duly authorizedfull right, validly executed power and delivered by each Purchaser authority to enter into this Agreement and is to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (iii) this Agreement constitutes a valid and binding agreement and obligation of each such Purchaser enforceable against such 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 and by bankruptcy (regardless of whether such enforceability is considered in a proceeding in equity or other laws affecting the enforcement of creditors' rights generally, and each 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) Each 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 the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsat law). (e) Each Such Purchaser is an "accredited investor" as defined under Rule 501 not a broker or dealer registered pursuant to Section 15 of Regulation D promulgated under the Securities ActExchange Act and is not affiliated with a registered broker dealer. Such Purchaser is not party to any agreement for distribution of any of the Shares. (f) Each Such Purchaser shall have delivered to the Company at no later than the Closing Date, (i) the name(s) in which the stock certificate is to be issued to such Purchaser in substance substantially similar to the Stock Certificate Questionnaire and (ii) the Registration Statement Questionnaire for use in preparation of the Registration Statement (in a substance substantially similar to Exhibit C), and such information is true and correct in all material respects as of the Effective Date and will be acquiring the Securities for such Purchaser's own account, true and not with a view to any resale or distribution correct in all material respects as of the Securities in whole or in part, in violation Closing Date and the effective date of the Securities Act or any applicable securities lawsRegistration Statement; provided that such Purchaser shall be entitled to update such information by providing notice thereof to the Company at least two days before the effective date of such Registration Statement. (g) The offer Such Purchaser (including any person controlling, controlled by, or under common control with such Purchaser, as the term “control” is defined pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and its implementing regulations (the “HSR Act”)) does not, and upon the consummation of the transactions contemplated by this Agreement will not, hold voting securities of the Company exceeding an aggregate fair market value as of the Closing Date of seventy million nine hundred thousand dollars ($70,900,000), calculated pursuant to the HSR Act. 5.2 Each Purchaser, severally and not jointly, understands that nothing in this Agreement or any other materials presented to such 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) tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities Act. Each 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)Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each of the Purchasers hereby makes the following representations Purchasers, severally but not jointly, represents and warranties warrants to the Company, and covenants for the benefit of the Company, with respect solely to itself and not with respect to any other Purchaseras follows: (a) If a Purchaser 2.1. Each of the Purchasers is an entity, such Purchaser is a corporation, limited liability company or partnership entity duly incorporated or organized, validly valid existing and in good standing under the laws of the jurisdiction of its incorporation or organization.identified on Exhibit A. (b) 2.2. This Agreement has been duly authorized, validly executed and delivered by each Purchaser of the Purchasers and is a valid and binding agreement and obligation of each Purchaser of the Purchasers enforceable against such Purchaser each of the Purchasers 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 each Purchaser of the Purchasers 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. 2.3. Each of the Purchasers has received and carefully reviewed copies of the Public Documents (c) as hereinafter defined). Each Purchaser of the Purchasers understands that no federalFederal, 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. Each Purchaserof the Purchasers, in making the decision to purchase the SecuritiesPreferred Shares and the Warrants, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. 2.4. The Purchasers agree that they will not enter into any Short Sales (das hereinafter defined) Each from the period commencing on the Initial Closing Date and ending on the date which all of the Preferred Shares have been converted and all of the Warrants have been exercised and such Conversion Shares and Warrant Shares are covered by the Registration Statement (as defined in the Registration Rights Agreement). For purposes of this Section 2(d), a "Short Sale" by a Purchaser understands shall mean a sale of Common Stock by a Purchaser that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws is marked as a short sale and that the Company is relying made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Purchaser, Conversion Shares that have not yet been converted upon the truth and accuracy conversion of the representations, warranties, agreements, acknowledgments Preferred Shares and understandings Warrant Shares that have not yet been issued upon exercise of each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities ActWarrants shall be deemed to be held long by such Purchaser, and applicable state securities laws. (e) Each Purchaser is an "accredited investor" as defined under Rule 501 the amount of Regulation D promulgated under shares of Common Stock held in a long position shall be the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution number of Conversion Shares issuable upon conversion of the Securities in whole or in part, in violation Preferred Shares assuming such holder converted all the outstanding principal amount of the Securities Act or any applicable securities laws. (g) The offer Preferred Shares on such date and sale with respect to Warrant Shares, the number of Warrant Shares issuable upon exercise of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) Warrants assuming such holder exercised all of the Securities Act. Each 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 Warrants on 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)date.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each of the Purchasers hereby makes the following representations Purchaser, severally and warranties not jointly, represents and warrants to the Company, and covenants for with the benefit of the Company, with respect solely to itself and not with respect to any other PurchaserCompany that: (a) If a Purchaser is an entityPurchaser, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing taking into account the personnel and in good standing under resources it can practically bring to bear on the laws purchase of the jurisdiction Securities contemplated hereby, 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 its incorporation or organizationthe Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Securities. (b) This Agreement has been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such Purchaser in accordance with its terms, subject acquiring the Securities pursuant to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and each 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 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 5.1(c). (c) Each 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 the Securities. Each Purchaserrules and regulations promulgated thereunder. (d) Purchaser has, in making the connection with its 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) Each Purchaser understands that the Securities are being offered and sold 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsCompany contained herein. (e) Each 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) Each Purchaser is has full right, power, authority and will capacity to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Registration Rights Agreement. Upon the execution and delivery of this Agreement and the Registration Rights Agreement by Purchaser, this Agreement and the Registration Rights Agreement shall each constitute a valid and binding obligation of 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) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be acquiring the Securities for limited by state or federal laws or public policy underlying such Purchaser's own account, and not with a view to any resale or distribution of the Securities in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) The offer Except as disclosed in the Purchaser Questionnaire, Purchaser is not a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not affiliated with a registered broker dealer. Purchaser is not party to any agreement for distribution of any of the Securities. (h) Purchaser shall have completed or caused to be completed and delivered to the Company at no later than the Closing Date, the Purchaser Questionnaire and the Selling Stockholder Questionnaire for use in preparation of the Registration Statement, and the answers to the Purchaser Questionnaire and the Selling Stockholder Questionnaire are true and correct in all material respects as of the date of this Agreement and will be true and correct as of the Closing Date and the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. 5.2 Purchaser represents, warrants and covenants to the Company that 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 March 28, 2008, except as set forth in filings made with the Commission pursuant to Section 16 of the Exchange Act. Purchaser represents and warrants to and covenants with the Company that 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 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Securities is intended to be exempt from registration under the Securities Actconstitutes legal, by virtue of Section 4(2) tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities Act. Each 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)Securities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each of the Purchasers hereby makes the following representations Purchaser severally but not jointly represents and warranties to the Companywarrants to, and covenants for with, the benefit Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the CompanyShares, 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 an informed decision to purchase the Shares; (ii) such Purchaser is acquiring the number of Shares set forth opposite its name on Schedule I hereto in the ordinary course of its business and for its own account for investment only and with respect solely no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to itself sell pursuant to the Registration Rights Agreement or in compliance with the Securities Act and not the Rules and Regulations, or, other than with respect to any other claims arising out of a breach of this representation and warranty, the Purchaser: ’s right to indemnification under Section 7.2); (aiii) If such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will such Purchaser engage in any short sale that results in a disposition of any of the Shares by such Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) such Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; (v) such Purchaser is an entity, “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act ; and (vi) such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and agrees to notify the Company immediately of any change in good standing under the laws any of the jurisdiction foregoing information until such time as such Purchaser has sold all of its incorporation or organizationShares. (b) This Agreement Such Purchaser further represents and warrants to the Company that as of the date hereof, none of the Purchaser or its affiliates holds or has been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation the right to receive or acquire any shares of each Purchaser enforceable against such Purchaser in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Common Stock or other laws affecting the enforcement of creditors' rights generally, and each 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 thereunderany securities convertible into Common Stock. (c) Each 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 the Securities. Each 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) Each Such Purchaser understands that the Securities Shares 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 relying, in part, upon the truth and accuracy of of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each such Purchaser set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the Securities Act, and applicable state securities lawseligibility of such Purchaser to acquire the Shares. (ed) Each Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under For the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution benefit of the Securities Company, such Purchaser previously agreed with the Company to keep confidential all information concerning this private placement. Such Purchaser hereby acknowledges that it is prohibited from reproducing or distributing this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Shares. Further, such 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. Such Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering. In addition, such 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 Securities Act filing by the Company of a press release or press releases describing this offering. The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of such Purchaser, or that such Purchaser is legally required to disclose; provided, however, that if such Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable securities lawslegal 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. (e) Such Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of such Purchaser’s investment. Such Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. Such Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (f) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (g) The offer and sale of Such Purchaser understands that, until such time as a registration statement has been declared effective or the Securities is intended Shares 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, the Shares will bear a restrictive legend in substantially the following form: “The Shares evidenced by virtue of Section 4(2) of the Securities Act. Each Purchaser understands that the Securities purchased hereunder 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 Shares 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) Such Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on Schedule I hereto. (i) Such Purchaser hereby covenants with the Company not to make any sale of the Shares under the Registration Statement without complying with the provisions of this Agreement and the Registration Rights Agreement. (j) Such Purchaser further represents and warrants to, and covenants with, the Company that (i) such 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 such Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of such 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 such 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 such 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 such 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 such 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 7.2 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, to Purchaser’s knowledge, in effect any order enjoining or restraining such Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally, and not jointly, acknowledges, represents, warrants and agrees as follows, as of the Purchasers hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company, with respect solely to itself and not with respect to any other Purchaserdate hereof: (a) If a the Purchaser is an entity, such Purchaser (i) is a corporation, limited liability company or partnership an 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) Such Purchaser has all necessary power and authority to execute, deliver and perform its obligations under this Agreement. If the Purchaser is an entity, 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 such Purchaser. This Agreement has been duly authorized, and validly executed and delivered by each such Purchaser and, assuming the due authorization, execution and is a delivery by the Corporation, constitutes the valid and binding agreement and obligation of each Purchaser such Purchaser, enforceable against such 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 each 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) Each Such 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 such 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. Such Purchaser represents and warrants that such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the Securities. Each Purchaser, in making merits and risks of owning 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 partiesPurchased Shares that such Purchaser is acquiring. (d) Each Such 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 each 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. Such Purchaser understands that the Purchased Shares to be received by such Purchaser will be “restricted securities” under applicable securities laws and that, pursuant to these laws, such 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) Each Such Purchaser understands that the Purchased Shares to be received by such 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) Such Purchaser is an "“accredited investor" ” (as defined under Rule 501 of in Regulation D promulgated under the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution of the Securities in whole or in part, in violation of the Securities Act or any applicable securities laws). (g) The offer Such 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 such 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) Such Purchaser acknowledges that the Corporation has made available to the Purchasers through the SEC’s XXXXX system, true and complete copies of the Corporation’s most recent Annual Report on Form 10-KT for the fiscal year ended December 31, 2018, the Corporation’s Proxy Statement on Schedule 14A for its Annual Meeting of Shareholders for 2019, the Corporation’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and all other reports filed by the Corporation pursuant to the Securities ActExchange Act of 1934 and prior to the date hereof. Such Investor acknowledges receipt of copies of all of such SEC filings. (i) Such Purchaser acknowledges that, by virtue of Section 4(2) of except for the Securities Act. Each 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 any of its affiliates or representatives or any other person makes (and such state and Purchaser is not relying on) any representation or warranty, express or implied, to such Purchaser in 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 a Purchaser for any commission, fee or other securities laws as may be applicable compensation pursuant to any agreement, arrangement or in the opinion understanding entered into by or on behalf 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)Purchaser.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each of the Purchasers hereby undersigned Purchasers, separately and not jointly, makes the following representations additional agreements, representations, declarations, acknowledgments and warranties with the intent that the same may be relied upon in determining its suitability as a purchaser of Units: Such Purchaser agrees that; in the event his principal residence or its principal place of business changes, he or it will promptly notify the Company. Such Purchaser is an "accredited investor" as defined in Regulation D. Such Purchaser has received, read, understands and is familiar with this Subscription Agreement. The Units subscribed for herein by such Purchaser will be acquired solely by and for the account of such Purchaser, for investment, and are not being purchased for subdivision, fractionalization, resale or distribution, such Purchaser has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of the Units for which such Purchaser hereby subscribes, and such Purchaser has no present plans or intentions to enter into any such contract undertaking or arrangement. In order to induce the Company to issue and sell the Units subscribed for hereby to such Purchaser, the undersigned agrees that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Units by anyone but such Purchaser. The undersigned acknowledges that he generally must hold the Units (and any common stock issued on conversion of the Warrants) for a minimum period of one year and may not sell, transfer, pledge or otherwise dispose of the Units without registration under the Securities Act or the Laws unless an exemption from registration is available. Further, such Purchaser shall provide, if the Company so requires, an opinion of counsel, that the intended disposition will not violate the Securities Act or the Laws or the rules and regulations of the Securities and Exchange Commission or of any state securities commission promulgated under such statutes. None of the Units, Shares nor Warrants have been registered under the Securities Act and cannot be sold or transferred without compliance with the registration provisions of said Securities Act or compliance with exemptions, if any, available thereunder. Such Purchaser expressly represents that: (a) he has such knowledge and experience in financial and business matters in general, and in investments in shares of common stock and warrants, in particular, and that he is capable of evaluating the merits, risks and other facets of the subject investment (b) his financial condition is such that he has no need for liquidity with respect to his investment in the Units to satisfy any existing or contemplated undertaking or indebtedness; (c) he is able to bear the economic risk of his investment in the Units for an indefinite period of time, including the risk of losing all of his investment; (d) he has either secured independent tax advice with respect to his investment in the Units, upon which he is relying, or he is sufficiently familiar with the income taxation of corporations that he deemed such independent advice to be unnecessary; (e) he has participated in other privately placed investments and/or he has such knowledge and experience in business and financial matters, has the capacity to protect his own interest in investments like the subject investment, and is capable of evaluating the risks, merits and other facets of the subject investment. Such Purchaser was not induced to invest by any form of general solicitation or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the television or radio; and (ii) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising. Purchaser has received and reviewed the Company's 2000 Form 10-KSB, the latest proxy statement filed by the Company on Schedule 14A and the latest quarterly report of the Company on Form 10-QSB (the "Offering Documents") and the "Risk Factors" attached hereto. Such Purchaser expressly acknowledges that: (a) the Units are a speculative investment that involve a high degree of risk of loss of the entire investment of the undersigned in the Company; (b) no federal or state agency has reviewed or passed upon the adequacy or accuracy of the information set forth in the Offering Documents, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (c) there will be no public market for the Units and, accordingly, it may not be possible for the undersigned to liquidate his investment in the Units; (d) the Units shall bear a legend describing the restrictions on transfer; and (e) any anticipated federal and/or state income tax benefits applicable to the Units may be lost through changes in, or adverse interpretations of, existing laws and regulations. Such Purchaser has relied only on such information contained in the Offering Documents and no other information in determining whether to subscribe for Units. All information that such Purchaser has provided concerning himself and his financial condition is correct and complete as of the date set forth on the subscription page hereof, and if there should be any material change in such information prior to the acceptance of his subscription for the Units that he is purchasing, he will immediately provide such information to the Company, . Such Purchaser acknowledges that an investment in the Company is risky and covenants for that the benefit undersigned has reviewed all of the Company, with respect solely to itself and not with respect to any other Purchaser: (a) risk factors set forth in the Appendix hereto. If a the Purchaser is an entity, such the Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of its state of organization. The Purchaser has all necessary power and authority to own its properties and to consummate the jurisdiction of its incorporation or organization. (b) This transactions contemplated by this Agreement; this Agreement has been duly authorized, validly executed and delivered by each Purchaser on behalf of the Purchaser, and is a the valid and binding agreement and obligation of each Purchaser the Purchaser, enforceable against such Purchaser in accordance with its terms, subject to limitations on enforcement except (i) as limited by general principles of equity applicable bankruptcy, insolvency, reorganization, moratorium and by bankruptcy or other laws of general application affecting the enforcement of creditors' rights generallygenerally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and each the execution and performance of this Agreement by the Purchaser has full will not violate or conflict with any existing agreement by which the Purchaser is bound. Crestview acknowledges that The Shemano Group will be receiving a 6% placement fee and 3% warrant coverage with respect to amounts invested by Crestview. Each Purchaser grants to Crestview an irrevocable power of attorney to make such changes, as Crestview determines in its sole discretion, as are necessary and authority to execute and deliver this advisable so that the Agreement and the other agreements Warrant are in compliance with NASDAQ rules and documents contemplated hereby and regulations in order to perform its obligations hereunder and thereunder. (c) Each 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 avoid delisting of the Securities and Company's common stock by NASDAQ, provided that no Federalsuch changes, statein the aggregate, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any do not (in the determination of Crestview) have a materially adverse impact on such Purchaser's investment in the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) Each Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution of the Securities 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) of the Securities ActCompany. Each Purchaser understands that shall promptly supply such information as is reasonably requested by 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 Company to prepare any Registration Statements for the Company an exemption from registration under the Securities Act is available (Shares and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)Warrant Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each of the Purchasers hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company, with respect solely to itself and not with respect to any other Purchaser: (a) If a Purchaser is an entity, such 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 Agreement, the Registration Rights Agreement, the Notes, the Warrants and the Irrevocable Transfer Agent Instructions (as defined in Section 3(m) hereof) (collectively, the "Transaction Documents") have been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such 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 each Purchaser has full power and authority to execute and deliver this Agreement the Transaction Documents and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) Each Purchaser has received and carefully reviewed copies of the Public Documents (as hereinafter defined) and the Confidential Offering Memorandum dated December 17, 2002. Each Purchaser understands that no federalFederal, 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. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) Each Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution of the Securities Notes or Warrants 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 Rule 506 of Regulation D promulgated under the Securities Act. Each 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 Company receives an opinion of counsel for reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each of the Purchasers hereby makes the following representations Purchaser represents and warranties to the Companywarrants to, and covenants for with, the benefit Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments representing an investment decision like that involved in the purchase of the CompanyNotes and Shares and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Notes and Shares; (ii) such Purchaser is acquiring the Notes and Shares as set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with respect solely no present intention of distributing any Notes or Shares or any arrangement or understanding with any other persons regarding the distribution of such Notes and Shares (this representation and warranty not limiting each Purchaser’s right to itself and not resell pursuant to the Registration Statement or, other than with respect to any other Purchaser: (a) If claims arising out of a Purchaser is an entitybreach of this representation and warranty, such Purchaser’s right to indemnification under Section 7.02 hereof); (iii) each Purchaser is will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws pledge of) any of the jurisdiction Shares or Contingent Shares, if applicable, except in compliance with each of the Securities Act, the Exchange Act, the Rules and Regulations and the provisions hereof and all other applicable laws; (iv) each 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 Purchasers will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire occurring prior to the sale by it of all of the Shares and/or Contingent Shares, if any; and (v) each Purchaser has, in connection with its incorporation or organizationdecision to purchase the Notes and Shares as set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein. (b) This Agreement has been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such 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 each 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) Each 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 the Securities. Each 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) Each Purchaser understands that the Securities Shares 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 each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings agreements of each the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (c) Until the Company publicly announces that this Agreement and the Transaction Documents have been entered into, each Purchaser agrees with the Company to keep strictly confidential all information concerning this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. Each Purchaser understands that the information contained in the Transaction Documents is strictly confidential and proprietary to the Company and has been prepared, in large part, from the Company’s publicly available documents and other information and is being submitted to each Purchaser solely for purposes such Purchaser’s confidential use. Each Purchaser hereby acknowledges that it is prohibited from reproducing and/or distributing the Transaction Documents, or any other offering materials or other information provided by the Company in connection with such Purchaser’s consideration of qualifying its investment in the Company, in whole or in part, or divulging or discussing any of their contents to third parties. Further, each Purchaser understands that the existence and nature of all conversations and presentations, if any, regarding the Company and the Transaction Documents must be kept strictly confidential. Each Purchaser understands that Federal securities laws impose restrictions on trading based on information regarding the transactions contemplated by the Transaction Documents. In particular, each Purchaser hereby acknowledges that disclosure of information regarding the transaction contemplated in the Transaction Documents may cause the Company to violate Regulation FD and agrees not to engage in any such unauthorized disclosure. The restrictions in this subsection shall cease upon the Company’s public announcement that the Transaction Documents have been entered into. (d) Each Purchaser understands that its investment in the Notes and Shares involves a significant degree of risk and uncertainty and that the market price of the Common Stock has been and may continue to be volatile and that no representation or warranty is being made as to the future value or trading volume of the Common Stock. In addition, each Purchaser understands that there is no assurance that the Company will satisfy the criteria for exemptions continued quotation of the Common Stock on The Nasdaq Stock Market. Each 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 Notes and Shares and has the ability to bear the full economic risks of an investment in the Notes and Shares. Each Purchaser is not relying on the Company or any of its employees, representatives or agents with respect to the legal, tax, economic and related considerations as to an investment in the Notes and Shares, and each Purchaser has relied on the advice of, or has consulted with, only its own advisors. (e) Each Purchaser understands that no United States Federal or state agency or any other governmental agency has passed upon or made any recommendation or endorsement of any of the Notes, Shares and/or Contingent Shares, if any. (f) Each Purchaser understands that, until such time as a Registration Statement (as defined in the Registration Rights Agreement) has been declared effective or the Shares and/or Contingent Shares, if any, may be sold pursuant to Rule 144(k) under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately resold, the Shares and/or Contingent Shares, if any, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the securities comprising the Shares and/or Contingent Shares, if applicable): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144(K) UNDER SAID ACT. The Purchasers also understand that, until such time as the shares of Common Stock comprising the Shares and/or Contingent Shares, if any, may be sold in accordance with Section 5(h) below, such shares of Common Stock also shall bear an additional restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the shares of Common Stock comprising the Shares and/or Contingent Shares, if any): THE TRANSFER OR SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, INCLUDING SECTION 5(H) THEREOF, DATED AS OF JUNE 23, 2003, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. (g) Each Purchaser’s principal executive office or residence is in the jurisdiction set forth immediately below such Purchaser’s name on the signature page hereto. (h) Each Purchaser hereby covenants with the Company not to make any resale or other disposition of any of the Shares and/or Contingent Shares, if any, without complying with the provisions of this Agreement and the Transaction Documents and without effectively causing any prospectus delivery requirement under the Securities Act to be satisfied, and each Purchaser acknowledges and agrees that such Shares and/or Contingent Shares, if any, are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares and or Contingent Shares, if applicable, is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix III hereto, (ii) executed by each Purchaser (if a natural person) or, if not, by an officer of, or other authorized person expressly designated by, such Purchaser and (iii) to the effect that (A) the Shares and/or Contingent Shares, if any, have been sold in accordance with the Registration Statement or a valid exemption from registration under the Securities Act and any applicable State securities or “blue sky” laws and (B), if applicable, the requirement of delivering a current prospectus has been satisfied. Subject, and in addition, to the preceding paragraph, each Purchaser hereby covenants with the Company not to make any resale or other disposition of any Shares and/or Contingent Shares, if any, prior to such time that a Registration Statement may become effective under the Securities Act unless (i) such sale is made pursuant to a valid exemption from registration under the Securities Act, (ii) the transferee or assignee thereof shall agree in writing also to be bound by all of the provisions of this Agreement, (iii) each Purchaser agrees in writing with the transferee or assignee to assign its rights under this Agreement and applicable state securities laws. copies of such agreements are furnished to the Company after such assignment, (eiv) Each the Company is furnished with written notice of the name and address of such transferee or assignee, (v) the certificate submitted to the transfer agent evidencing the Shares and/or Contingent Shares, if any, is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (a) in the form of Appendix III hereto, (b) executed by such Purchaser is (if a natural person) or, if not, by an "accredited investor" as defined under Rule 501 of Regulation D promulgated under officer of, or other authorized person expressly designated by, such Purchaser and (c) to the Securities Act. (f) Each Purchaser is and will be acquiring effect that the Securities for such Purchaser's own accountShares and/or Contingent Shares, and not if any, have been sold in accordance with a view to any resale or distribution of the Securities 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) of the Securities Act. Each 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 valid exemption from registration under the Securities Act and any applicable State securities or “blue sky” laws, (vi) each Purchaser shall have complied with all applicable provisions of this Agreement and Transaction Documents relating to any resale of any Shares and/or Contingent Shares, if any, (vii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is available (and then restricted under the Securities Act and applicable state securities laws and (viii) if reasonably requested by the Company, each Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Shares and/or Contingent Shares, if applicable, under the Securities Act. Each Purchaser acknowledges that there may occasionally be sold times when the Company must suspend the use of the prospectus forming a part of either 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 transferred only until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act or appropriately supplemented the prospectus forming a part of the Registration Statement. Each Purchaser hereby covenants that it will not sell any Shares and/or Contingent Share, if any, pursuant to said prospectus during the period commencing at the time at which the Company gives each Purchaser written notice of the Suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus, except as permitted in Section 7.02(c) hereof; provided, however, that the Purchaser shall be in compliance with the provisions contained in Section 7.02(b) hereof, and provided further that the Company will use its commercially reasonable efforts to cause the prospectus so suspended to be promptly resumed. (i) Each Purchaser further represents and warrants to, and covenants with, the Company that (i) each Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Transaction Documents, and (ii) upon the execution and delivery by each Purchaser of this Agreement, this Agreement shall constitute legal, valid and binding obligations of each Purchaser, enforceable in accordance with their respective 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 exemption enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of such Purchaser contained in Section 7.03 hereof may be held violative of public policy and legally unenforceable. (j) Each Purchaser: (i) if a natural person, represents that such Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all applicable other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Notes and Shares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the securities laws)constituting the Notes and Shares, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, limited liability company or limited liability partnership, or other entity for whom the Purchaser is executing this Agreement, which execution shall not result in a violation of any document creating Purchaser’s representative or fiduciary capacity, and such individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution, delivery and performance of this Agreement will not violate or be in conflict with any order, judgment, injunction, law, rule, regulation, agreement or controlling document to which each Purchaser is a party or by which it is otherwise bound.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each All representations and warranties of the Purchasers hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company, with respect solely to itself in this Section 2.04 are made severally and not with respect to any other Purchaserjointly as follows: (a) If Each Purchaser represents that it is acquiring the Purchased Shares and any Conversion Shares for its own account for the purpose of investment and not with a view to distribution or resale thereof, subject, nevertheless, to the condition that the disposition of the property of each Purchaser shall at all times be within its control. Each Purchaser which is not an entity, individual further represents and warrants that it was not organized for the specific purpose of acquiring the Purchased Shares. Each Purchaser further represents and warrants that such Purchaser is (or, in the case of a corporationpartnership, limited liability company or partnership duly incorporated or organizedit and each of its partners is) an "accredited investor" for purposes of the Securities Act and Regulation D thereunder and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment to be made hereunder, validly existing and that such Purchaser is financially able to undertake the risks involved in good standing such an investment. Each Purchaser further acknowledges that it has had a full opportunity to request from the Company and to review all information which it deems relevant in making a decision to purchase the Purchased Shares being purchased by it hereunder. Each Purchaser understands and agrees that (i) the Purchased Shares and the Conversion Shares have not been registered under the laws Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the jurisdiction Securities Act pursuant to Section 4(2) or Regulation D promulgated thereunder, (ii) the Purchased Shares and the Conversion Shares must be held indefinitely unless a registration statement covering such shares is effective under the Securities Act or unless an exception from registration under such Act is available supported by a written opinion of counsel to that effect, (iii) the Purchased Shares and the Conversion Shares will bear a legend to that effect and (iv) the Company will make a notation on its incorporation or organizationtransfer books to such effect. (b) This The principal office or residence of each Purchaser, and the place at which the decision to participate in this Agreement and the transactions contemplated hereby was made, is located at the address appearing below such Purchaser's name on Exhibit 2.01A hereto. Each Purchaser which is not an individual and whose address appearing below such Purchaser's name on Exhibit 2.01A is located in Massachusetts further represents that it is an "institutional buyer" as that term is used in Section 402(b)(8) of the Massachusetts Uniform Securities Act. (c) Each Purchaser represents and warrants that this Agreement and all transactions contemplated hereunder have been duly authorized by all necessary action on its part and that this Agreement has been duly authorized, validly executed and delivered by each Purchaser it or on its behalf and is a valid and binding agreement and obligation of each Purchaser enforceable against such Purchaser it in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and each 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) Each 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 the Securities. Each 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) Each Purchaser understands represents that the Securities are being offered and sold to it in reliance on specific provisions no person, firm or corporation, other than BT Alex.Browx, xxs or will have, as a result of Federal and state securities laws and that any act or omission by such Purchaser, any right, interest or valid claim against the Company is relying upon for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each transactions contemplated by this Agreement. (e) If any Purchaser set forth herein for purposes of qualifying for exemptions from registration sells any Conversion Shares pursuant to Rule 144A promulgated under the Securities Act, and applicable state securities laws. (e) Each the Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under will take all necessary steps in order to perfect the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution of the Securities 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) of the Securities Act. Each 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 provided thereby, including (i) obtaining on behalf of the Securities Act Company information to enable the Company to establish a reasonable belief that the purchaser is available a qualified institutional buyer and (and then the Securities may be sold or transferred only in compliance ii) advising such purchaser that Rule 144A is being relied upon with respect to such exemption and all applicable state and other securities laws)resale.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser represents, warrants and covenants severally to the Company that on the date hereof, as of the Purchasers hereby makes the following representations Closing Date and warranties to the Company, and covenants for the benefit as of the Companydate of any conversion of the Shares, with respect solely to itself and not with respect to exercise of the Warrants or any other transfer of the Securities by such Purchaser: (a) If a The Purchaser is an entityhas all requisite power to execute and deliver this Agreement and any Securities exercised or converted, such Purchaser is a corporationand all other documents and agreements contemplated hereby and thereby, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under to perform the laws of provisions hereof and thereof and to consummate the jurisdiction of its incorporation or organizationtransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement and any Securities exercised or converted, and all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby or thereby, have been and will be prior to such exercise or conversion duly authorized and approved by the Purchaser. This Agreement has been Agreement, and all other documents and agreements contemplated hereby, including any Securities exercised or converted, have each been, or will be upon exercise or conversion, duly authorized, validly executed and delivered by by, and each Purchaser and is a the valid and binding agreement and obligation of each of, the Purchaser enforceable against such the Purchaser in accordance with its terms, subject to limitations on enforcement except as may be limited by general principles of equity and by bankruptcy applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of or by legal or equitable principles relating to or limiting creditors' rights generally, and each 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) Each 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 the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) Each The Purchaser is an "accredited investor" as defined under Rule 501 within the meaning of Regulation D promulgated under the Securities Act. (f) Each Purchaser , and is and will be acquiring the Securities for such investment for the Purchaser's own account, and not with a view to distribution subject, nevertheless, to any resale or distribution requirement of law that the disposition of the Purchaser's property shall at all times be within the Purchaser's control. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of purchasing the Securities. The Purchaser is aware that the Purchaser may be required to bear the economic risk of an investment in the Securities for an indefinite period, and it is able to do so. The Purchaser acknowledges (i) that the Securities being acquired by the Purchaser are not being registered under the Securities Act on the grounds that (A) the offer and sale of the Securities in whole or in part, in violation are exempt from registration under Section 4(2) of the Securities Act as not involving any public offering and (B) such issuance is exempt from registration under Rule 506 of Regulation D and (ii) the Company's reliance on such exemptions is predicated in part on the representations made to the Company by the Purchaser in this Section 1.3. (d) The Purchaser acknowledges and agrees that until one year after the conclusion of the transactions contemplated hereby, an offer or sale of the Securities within the United States may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to an effective registration statement under the Securities Act. The Purchaser acknowledges that the exemption from registration provided by Rule 144 may not be available to a resale of the Securities by the Purchaser. (e) The Purchaser has reviewed the SEC Documents and has had an opportunity to make such inquiries of management of the Company and has received such answers and information as the Purchaser has requested. (f) So long as the Purchaser beneficially owns Shares and Warrants which if converted or exercised together with any applicable securities lawsConversion Shares and Warrant Shares beneficially owned by Purchaser that in the aggregate represent more than ten (10%) of the outstanding shares of the Common Stock after giving effect to such conversion and exercise, the Purchaser agrees to execute and deliver such market stand-off or lock-up agreements as the managing underwriter(s) for the Company's underwritten public offering(s) shall reasonably request in connection with such offering(s), in such customary form and in such manner as shall be reasonably requested by such managing underwriters; provided that the lock-up period shall not exceed 90 days and all of the officers and directors of the Company also sign such agreement. The agreement contained in this clause (f) shall relate to all Securities acquired by the Purchaser pursuant to this Agreement. (g) The offer Purchaser agrees not to, directly or indirectly, loan any Common Stock or any derivative security related thereto to any party for the purpose of facilitating any short sale or similar transaction involving the Common Stock, provided that this covenant shall in no way prevent Purchaser from any investment entered into for the purpose of hedging or reducing the risk of the Purchaser's investments. (h) Except as provided in this Section 1.3(h) or as waived by the Company, during the one-year period commencing on the initial Closing Date (the "Lock-up Period") the Purchaser shall not, directly or indirectly, offer, sell, transfer, assign (except to an entity controlled by, controlling or under common control with such Purchaser and sale except to trusts principally for the benefit of members of the family of such Purchaser), contract to sell or otherwise dispose of (any such action, to "Dispose") any Securities acquired pursuant to this Agreement. Notwithstanding any other provision of this Agreement, the Purchaser shall have the unilateral right to Dispose of any of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) if any of the Securities Act. Each 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 following events involving the Company an exemption from registration under the Securities Act is available shall have been announced as pending or planned, or shall have occurred (and then the Securities may be sold or transferred only each a "Terminating Event"): (i) A Change in compliance with such exemption and all applicable state and other securities lawsControl Transaction (as defined below).; (ii) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature;

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Purchasers hereby makes Shares and Warrants and the issuance of the Warrant Shares upon exercise of the Warrants have not been registered under the Securities Act or any state securities law and that the Shares, the Warrants and the Warrant Shares may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following representations form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and warranties may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale, pledge or transfer is exempt from any registration and covenants for the benefit prospectus delivery requirements of the CompanySecurities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, with respect solely to itself and not with respect to any other Purchaser: (a) If a Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under as set forth on the laws top of the jurisdiction form of its incorporation or organization.Warrant set forth in Exhibit A. (b) This Agreement has been duly authorizedEach Purchaser represents and warrants, validly executed as of the date hereof and delivered by each as of the Closing Date, to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in equity securities presenting an investment decision like that involved in the purchase of the Units, including investments in equity securities issued by development-stage biopharmaceutical companies; (ii) the Purchaser or its counsel, accountants or other investment advisers have requested, received, reviewed and considered all information deemed relevant by them in making an informed decision to purchase the Units, (iii) the Purchaser is acquiring the Units for its own account for investment only and with no present intention of distributing any of the Units, and there is no arrangement or understanding with any other persons regarding the distribution of the Units; provided however, that such representation and warranty will not limit the Purchaser's right to sell Shares or Warrant Shares pursuant to the Registration Statement or pursuant to an exemption from the Securities Act; (iv) the Purchaser will not, directly or indirectly, offer, sell (including sell short), pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a valid pledge of) any of the Shares or Warrant Shares except in compliance with the Securities Act and binding agreement the rules and obligation regulations promulgated thereunder; (v) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate and Warrant Questionnaire, both set forth on Appendix I attached hereto, for use in preparation of each the Registration Statement, and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the effective date of the Registration Statement; (vi) the Purchaser enforceable against such Purchaser has, in accordance connection with its termsdecision to purchase the Units, subject to limitations on enforcement relied solely upon the SEC Documents and the representations and warranties contained herein, as well as any investigation completed by general principles of equity and by bankruptcy the Purchaser or its counsel, accountants or other laws affecting investment advisers; and (vii) the enforcement Purchaser is an "accredited investor" within the meaning of creditors' rights generally, and each 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.Rule 501 of Regulation D. (c) Each Purchaser understands agrees not to make any sale of the Shares or Warrant Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and each Purchaser acknowledges and agrees that such Shares and Warrant Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares or the Warrant Shares is accompanied by a separate officer's certificate: (i) in the form set forth on Appendix II attached hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) such Shares or Warrant Shares have been sold pursuant to and in accordance with the Registration Statement and the "Plan of Distribution" section of the prospectus included therein and (B) the requirement of delivering a current prospectus has been satisfied, unless exempt from registration and prospectus delivery requirements. Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Purchaser agrees that it will not sell any Shares or Warrant during the period commencing at the time at which the Company gives the Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Company shall only be able to suspend the use of said prospectus for periods aggregating no federalmore than ninety (90) days in any twelve month period (the "Aggregate Period"), stateof which no individual period shall be longer than forty-five (45) consecutive days; provided, local that should a Lock-Up Period (as defined below in Section 5(e) hereof) occur, then the Aggregate Period for the twelve month period during which such Lock-Up Period occurs shall be reduced by a number of days equal to the number of days in such Lock-Up Period, but in no case shall the Aggregate Period be reduced to a number of days that is less than sixty (60) days. Each Purchaser further agrees to notify promptly the Company of the sale of any or foreign governmental body all of such Purchaser's Shares or regulatory authority has made Warrant Shares, and to notify promptly the Company in writing of any finding or determination material changes in the information set forth in the Registration Statement relating to the fairness such Purchaser or its plan of an investment in any of the Securities and that no Federal, state, local or foreign governmental body or regulatory authority has recommended or endorseddistribution, or will recommend or endorse, of any investment supplemental information required to be included in the Securities. Each Purchaser, in making the decision Registration Statement relating to purchase the Securities, has relied upon independent investigation made by it and has not relied on any information or representations made by third partiesits plan of distribution. (d) Each Purchaser understands that further represents and warrants, as of the Securities are being offered date hereof and sold to it in reliance on specific provisions as of Federal the Closing Date, to, and state securities laws and that covenants with, the Company is relying 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 truth execution and accuracy delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the representationsPurchaser enforceable in accordance with its terms, warrantiesexcept as may be limited by applicable bankruptcy, agreementsinsolvency, acknowledgments reorganization, moratorium or similar laws affecting creditors' and understandings contracting parties' rights generally and except as enforceability may be subject to general principles of each equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsin Section 7.4 hereof may be legally unenforceable. (e) Each In consideration for the Company agreeing to its obligations set forth in Section 7 below in respect of Shares and Warrant Shares, each Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own accountagrees, and not in connection with a view to any resale or distribution firm commitment underwritten offering of the Securities Common Stock, upon the request of the managing underwriters of such offering, not to directly or indirectly (i) offer for sale, sell, pledge, contract to sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or (ii) enter into any swap or derivatives transaction that transfers to another, in whole or in part, in violation any of the Securities Act economic benefits or risks of ownership of shares of Common Stock, whether any applicable securities laws. such transaction described in clause (gi) The offer or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, without the prior written consent of such managing underwriters during the period of time beginning ten days prior to the date when such managing underwriters advise the Company that they expect to initiate such public offering and sale ending at a date not to exceed ninety (90) days from the commencement of such public offering (the "Lock-Up Period"). Notwithstanding the foregoing, this obligation shall not apply to the Purchaser unless each of the Securities is intended to be exempt from registration under the Securities Act, by virtue Company's directors and executive officers who beneficially owns shares of Section 4(2) of the Securities Act. Each 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)Common Stock enters into a similar agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each of the Purchasers hereby makes the following representations Purchaser, severally and warranties to not jointly, represents and warrants to, and covenants with, the Company, and covenants for the benefit as of the Company, with respect solely to itself date hereof and not with respect to any other Purchaser: (a) If a Purchaser is an entity, as of the Closing Date on which such Purchaser is a corporationacquires the Units, 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. that: (bi) This Agreement has been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such 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 each 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) Each 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 the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) Each Purchaser is an "accredited investor" as defined under in Rule 501 of Regulation D promulgated under the Securities Act; (ii) such Purchaser is acquiring the Units for its own account for investment and with no present intention of distributing any of such Shares other than to any affiliate of such Purchaser; (iii) such 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 Securities, except in compliance with the Securities Act and the rules and regulations promulgated thereunder; (iv) such Purchaser has received and reviewed copies of the SEC Filings, (v) such Purchaser has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company, its business and the offering of the Units; (vi) such Purchaser has, in connection with its decision to purchase Shares, relied solely upon the documents described in Section 5.10 and the representations and warranties of the Company contained herein; and (v) in evaluating the suitability of the acquisition of the Units, such Purchaser has not relied upon any representations or other information (whether oral or written) other than as set forth in the SEC Filings, the Offering Memorandum dated October 22, 1998, or as contained herein. (fb) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and agrees not with a view to make any resale or distribution sale of the Securities in whole or in part, in violation of except pursuant to an effective registration statement under the Securities Act or any applicable securities lawsan exemption from the registration requirements thereof. (gc) The offer Each Purchaser, severally and sale of the Securities is intended to be exempt from registration under the Securities Actnot jointly, by virtue of Section 4(2) of the Securities Act. Each Purchaser understands that the Securities purchased hereunder have not beenfurther represents and warrants to, and covenants with, the Company that (i) such 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 such Purchaser enforceable in accordance with its terms, except as enforceability may never bebe 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). (d) Each Purchaser, severally and not jointly, represents that it understands and agrees that, until registered under the Securities Act and that none or transferred pursuant to the provisions of Rule 144 promulgated thereunder, all certificates evidencing the Securities can be sold and the Warrant Shares, whether upon initial issuance or transferred unless they are first registered under the Securities Act and such state and other securities laws upon any transfer thereof shall bear a legend, prominently stamped or printed therein, reading substantially as may be applicable or in the opinion of counsel for the Company an exemption from registration under the Securities Act is available follows: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON UNLESS (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws)1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each of the Purchasers hereby makes the following representations Purchaser severally represents and warranties warrants to the Company, and covenants for the benefit of the Company, with respect solely to itself and not with respect to any other PurchaserCompany that: (a) If a Purchaser it is an entity"accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Series G Shares or, such Purchaser if applicable, the Series G Warrants; (b) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (d) the Series G Shares and, if applicable, the Series G Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) if it is a corporation, limited liability company or partnership corporation duly incorporated or organizeda limited partnership, it is duly formed, as the case may be, validly existing and in good standing under the laws of its state of incorporation or formation and is duly licensed or qualified to transact business as a foreign corporation or partnership and is in good standing in each jurisdiction in which the jurisdiction nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification; it has the power and authority to execute, deliver and perform this Agreement; (f) the execution and delivery by it of the Transaction Documents and the performance by it of its incorporation obligations thereunder, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or organization.other agency of government; and (bg) This Agreement it has been duly authorized, validly executed and delivered by each Purchaser of the Transaction Documents, and is a each such document constitutes its legal, valid and binding agreement and obligation of each Purchaser obligation, enforceable against such Purchaser in accordance with its termsterms (subject in each case to the enforcement of remedies, subject to limitations on enforcement by general principles of equity applicable bankruptcy, reorganization, insolvency, moratorium and by bankruptcy or other similar laws affecting the enforcement rights of creditors' rights creditors generally, and each 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) Each 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 the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities laws. (e) Each Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act. (f) Each Purchaser is and will be acquiring the Securities for such Purchaser's own account, and not with a view to any resale or distribution of the Securities 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) of the Securities Act. Each 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 PURCHASERS. 5.1 Each of the Purchasers hereby makes the following representations Purchaser, severally and warranties not jointly, represents and warrants to the Company, and covenants for with the benefit of the Company, with respect solely to itself and not with respect to any other PurchaserCompany that: (a) If a Purchaser is an entityPurchaser, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing taking into account the personnel and in good standing under resources it can practically bring to bear on the laws purchase of the jurisdiction Securities contemplated hereby, 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 its incorporation or organizationthe Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Securities. (b) This Agreement has been duly authorized, validly executed and delivered by each Purchaser and is a valid and binding agreement and obligation of each Purchaser enforceable against such Purchaser in accordance with its terms, subject acquiring the Securities pursuant to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and each 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 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 5.1(c). (c) Each 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 the Securities. Each Purchaserrules and regulations promulgated thereunder. (d) Purchaser has, in making the connection with its 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) Each Purchaser understands that the Securities are being offered and sold 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsCompany contained herein. (e) Each 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) Each Purchaser is has full right, power, authority and will capacity to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Registration Rights Agreement. Upon the execution and delivery of this Agreement and the Registration Rights Agreement by Purchaser, this Agreement and the Registration Rights Agreement shall each constitute a valid and binding obligation of 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) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be acquiring the Securities for limited by state or federal laws or public policy underlying such Purchaser's own account, and not with a view to any resale or distribution of the Securities in whole or in part, in violation of the Securities Act or any applicable securities laws. (g) Purchaser is not a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not affiliated with a registered broker dealer. Purchaser is not party to any agreement for distribution of any of the Securities. (h) The offer Purchaser shall have completed or caused to be completed and delivered to the Company at no later than the Closing Date, the Investor Questionnaire and the Selling Stockholder Questionnaire for use in preparation of the Registration Statement, and the answers to the Investor Questionnaire and the Selling Stockholder Questionnaire are true and correct in all material respects as of the date of this Agreement and will be true and correct as of the Closing Date and the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. 5.2 Purchaser represents, warrants and covenants to the Company that 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 September 30, 2007, except as set forth in filings made with the Commission pursuant to Section 16 of the Exchange Act. Purchaser represents and warrants to and covenants with the Company that 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 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Securities is intended to be exempt from registration under the Securities Actconstitutes legal, by virtue of Section 4(2) tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities Act. Each 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)Securities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each of the Purchasers hereby makes the following representations Purchaser, severally and warranties not jointly, represents and warrants to the Company, and covenants for with the benefit of the Company, with respect solely to itself and not with respect to any other PurchaserCompany that: (a) If a Purchaser Such Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an entityinvestment 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 all information such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and deems relevant (including the Commission Documents) in good standing under making an informed decision to purchase the laws of the jurisdiction of its incorporation or organizationSecurities. (b) This Such Purchaser is acquiring the Securities 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) Such 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. (d) (i) Such Purchaser is an entity duly organized and validly existing in good standing (to the extent such concepts are applicable) under the laws of its jurisdiction of organization, (ii) such Purchaser has been duly authorizedfull right, validly executed power and delivered by each Purchaser authority to enter into this Agreement and is to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (iii) this Agreement constitutes a valid and binding agreement and obligation of each such Purchaser enforceable against such 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 and by bankruptcy (regardless of whether such enforceability is considered in a proceeding in equity or other laws affecting the enforcement of creditors' rights generally, and each 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) Each 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 the Securities. Each 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) Each 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 each Purchaser set forth herein for purposes of qualifying for exemptions from registration under the Securities Act, and applicable state securities lawsat law). (e) Each Such Purchaser is an "accredited investor" as defined under Rule 501 not a broker or dealer registered pursuant to Section 15 of Regulation D promulgated under the Securities ActExchange Act and, unless otherwise indicated in the Registration Statement Questionnaire executed by such Purchaser, is not affiliated with a registered broker dealer. The Purchaser is not party to any agreement for distribution of any of the Securities. (f) Each Such Purchaser is shall have completed or caused to be completed and delivered to the Company at no later than the Closing Date, the Stock Certificate Questionnaire and the Registration Statement Questionnaire for use in preparation of the Registration Statement, and the answers to the Stock Certificate Questionnaire and the Registration Statement Questionnaire are true and correct in all material respects as of the Effective Date and will be acquiring the Securities for such Purchaser's own account, true and not with a view to any resale or distribution correct in all material respects as of the Securities in whole or in part, in violation Closing Date and the effective date of the Securities Act or any applicable securities lawsRegistration Statement; provided that such Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (g) The offer Such Purchaser (including any person controlling, controlled by, or under common control with such Purchaser, as the term “control” is defined pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and its implementing regulations (the “HSR Act”)) does not, and upon the consummation of the transactions contemplated by this Agreement will not, hold voting securities of the Company exceeding an aggregate fair market value as of the Closing Date of sixty-five million two hundred thousand dollars ($65,200,000), calculated pursuant to the HSR Act. 5.2 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that such Purchaser has not engaged in the ninety (90) day period ending on the date hereof and will not engage in any short sales of the Company’s Common Stock prior to the effectiveness of the Initial Registration Statement (either directly or indirectly through an affiliate, agent or representative). 5.3 Each Purchaser, severally and not jointly, understands that nothing in this Agreement or any other materials presented to such Purchaser in connection with the purchase and sale of the Securities is intended to be exempt from registration under the Securities Actconstitutes legal, by virtue of Section 4(2) tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities Act. Each 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)Securities.