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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) 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. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contribution.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s 's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s 's purchaser representative, all information Purchaser deems relevant (including the SEC documents and the Memorandum) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities securities purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as Appendix I and Appendix II, respectively, for use in preparation of the Registration Statements to be filed by the Company, 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 applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Documents and the other information delivered to Purchaser by the Company as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) 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. (eg) 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. This Upon the execution and delivery of this Agreement constitutes by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to except (i) laws of general application relating to as limited by applicable bankruptcy, insolvency and the relief of debtorsinsolvency, (ii) rules of law governing specific performancereorganization, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law moratorium or public policy on provisions relating to indemnity or contribution.similar laws relating

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaserof the Purchasers hereby makes the following representations and warranties to the Company, severally and covenants for the benefit of the Company, with respect solely to itself and not jointly, represents and warrants with respect to and covenants with the Company thatany other Purchaser: (a) PurchaserIf a Purchaser is an entity, taking into account such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the personnel laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and resources it can practically bring 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 bear limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the purchase 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 contemplated herebyand that no Federal, either alone state, local or together with the advice of such Purchaser’s purchaser representativeforeign governmental body or regulatory authority has recommended or endorsed, is knowledgeableor will recommend or endorse, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an any investment decision like that involved in the purchase of the Securities. Each Purchaser, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed the decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired , has relied upon independent investigation made by Purchaser pursuant to this Agreement in the ordinary course of its business it and for its own account for investment only and with no present intention of distributing has not relied on any of such Securities information or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunderrepresentations 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” within the meaning of " as defined under Rule 501 of Regulation D promulgated under the Securities Act. (ef) Each Purchaser has full rightis and will be acquiring the Securities for such Purchaser's own account, powerand not with a view to any resale or distribution of the Securities in whole or in part, authority in violation of the Securities Act or any applicable securities laws. (g) The offer and capacity sale of the Securities is intended to enter into this Agreement 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 to consummate may never be, registered under the transactions contemplated hereby Securities Act and has taken all necessary action to authorize that none of the execution, delivery Securities can be sold or transferred unless they are first registered under the Securities Act and performance of this Agreement. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief such state and other equitable remedies, 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 (iii) then the limitations imposed by Securities may be sold or transferred only in compliance with such exemption and all applicable law or public policy on provisions relating to indemnity or contributionstate and other securities laws).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Such Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities Shares contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, considered all information such Purchaser deems relevant (including the Commission Documents) in making an informed decision to purchase the SecuritiesShares. (b) Such Purchaser is acquiring the Securities being acquired by Purchaser Shares pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities Shares or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c)Shares. (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) 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. (ed) (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 full right, power, power and 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. This , and (iii) this Agreement constitutes a valid and binding obligation of Purchaser, 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 general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) Such Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange 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) Such Purchaser shall have delivered to the Company at no later than the Closing Date, (i) laws of general application relating the name(s) in which the stock certificate is to bankruptcy, insolvency be issued to such Purchaser in substance substantially similar to the Stock Certificate Questionnaire and the relief of debtors, (ii) rules the Registration Statement Questionnaire for use in preparation of law governing specific performance, injunctive relief and other equitable remediesthe 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 true and correct in all material respects as of the Closing Date and the effective date of the Registration 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. (iiig) Such Purchaser (including any person controlling, controlled by, or under common control with such Purchaser, as the limitations imposed 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 applicable law 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 public policy on provisions relating any other materials presented to indemnity such Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or contributioninvestment 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 Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, severally for himself and not jointlyfor no other Purchaser, represents hereby represents, warrants and warrants covenants to and with Futura and Young as follows, and acknowledge that Futura and Young are relying upon such representations, warranties covenants with in entering into this Agreement and the Company thattransactions contemplated hereby: (a) Purchaser, taking into account the personnel Such Purchaser is of legal capacity and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Companyage, and has requestedthe requisite power and authority to enter into, received, reviewed execute and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to 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 distribution of such Securities, except in compliance with Section 5(c). (c) 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 each of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky lawsTransaction Documents to be executed by him, and the rules to perform each of his obligations hereunder and regulations promulgated thereunder. (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) Purchaser has full right, power, authority and capacity to enter into this Agreement thereunder and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreementthereby. This Agreement constitutes a is, and the other Transaction Documents to 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 obligation obligations of such Purchaser, enforceable in accordance with its their respective terms, subject to except (i1) 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 bankruptcy, insolvency and the relief availability of debtors, (ii) rules of law governing specific performance, injunctive relief and or other equitable remedies, and (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) Such Purchaser 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 benefit of any such U.S. Person. (d) Such Purchaser 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 sold to such Purchaser in accordance with the provisions of Regulation S of the Securities 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, 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. 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. (i) 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 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 contemplated in this Agreement. (k) Such Purchaser has satisfied himself as to the full observance of the laws of such Purchaser’s jurisdiction of residence in connection with offer, purchase and sale of the Principal Shares to be acquired by him under this Agreement, including (i) the legal requirements within such Purchaser’s jurisdiction for the purchase of the 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 limitations income 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 (v) any restrictions on transfer applicable to any disposition of the Principal Shares to be purchased by him as imposed by applicable law 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 this Agreement may be completed in such Purchaser’s jurisdiction of residence without regard to any registration, prospectus or public policy other requirements on provisions relating to indemnity behalf of the Trust, Young or contributionFutura.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser, Purchaser severally and but not jointly, jointly represents and warrants to to, and covenants with with, the Company that: : (ai) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting representing an investment decision like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered, either alone or with such Purchaser’s purchaser representative, consider all information Purchaser it deems relevant in making an informed decision to purchase the Securities. Shares; (bii) such Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement 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 no present intention of distributing any of such Securities Shares or any arrangement or understanding with any other persons regarding the distribution of such Securities, except Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Rights Agreement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 5(c7.2). ; (ciii) 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 Securities purchased hereunder 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, applicable blue sky laws, Act and the rules Rules and regulations promulgated thereunder. Regulations and any applicable state securities laws; (div) 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 “accredited investor” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act ; and (vi) such Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as such Purchaser has sold all of its Shares. (b) 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 the right to receive or acquire any shares of Common Stock or any securities convertible into Common Stock. (c) Such Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying, in part, upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares. (d) For the benefit of the 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 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 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. (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) Such Purchaser understands that, until such time as a registration statement has been declared effective or the Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares will bear a restrictive legend in substantially the following form: “The Shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Shares may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Company has received an opinion of counsel reasonably satisfactory to it that such transaction does not require registration under the Securities Act and such other applicable laws.” (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. This , (ii) the making and performance of this Agreement constitutes 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 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 (iregardless of whether such enforceability is considered in 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 of general application relating to bankruptcy, insolvency and or the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remediespublic policy underlying such laws, and (iiiv) 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 limitations imposed transactions contemplated by applicable law or public policy on provisions relating to indemnity or contributionthis Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaserof the undersigned Purchasers, severally separately and not jointly, represents makes the following additional agreements, representations, declarations, acknowledgments and warrants to and covenants warranties with the Company intent that the same may be relied upon in determining its suitability as a purchaser of Units: Such Purchaser agrees that: (a) Purchaser; in the event his principal residence or its principal place of business changes, taking into 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 the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in makingfor investment, and is qualified are not being purchased for subdivision, fractionalization, resale or distribution, such Purchaser has no contract, undertaking, agreement or arrangement with any person to makesell, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase transfer or pledge all or any part of the Securities, including investments in securities issued by the CompanyUnits for which such Purchaser hereby subscribes, and such Purchaser has requested, received, reviewed no present plans or intentions to enter into any such contract undertaking or arrangement. In order to induce the Company to issue and considered, either alone or with sell the Units subscribed for hereby to such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision the undersigned agrees that the Company will have no obligation to purchase recognize the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any ownership, beneficial or otherwise, of such Securities or Units by anyone but such Purchaser. The undersigned acknowledges that he generally must hold the Units (and any arrangement or understanding with any other persons regarding common stock issued on conversion of the distribution Warrants) for a minimum period of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, one year and may not sell, pledgetransfer, transfer pledge or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units without registration under the Securities purchased hereunder except in compliance with 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, applicable blue sky laws, and 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 that the undersigned has reviewed all of the risk factors set forth in the Appendix hereto. If the Purchaser is an “accredited investor” within entity, the meaning of Rule 501 of Regulation D promulgated Purchaser is duly organized, validly existing and in good standing under the Securities Act. (e) laws of its state of organization. The Purchaser has full right, power, all necessary power and authority and capacity to enter into this Agreement own its properties and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of by this Agreement. This ; this Agreement constitutes a has been duly authorized, executed and delivered on behalf of the Purchaser, and is the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to bankruptcy, insolvency affecting enforcement of creditors' rights generally and the relief of debtors, (ii) rules as limited by laws relating to the availability of law governing specific performance, injunctive relief and or other equitable remedies; and the execution and performance of this Agreement by the Purchaser 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 advisable so that the Agreement and the Warrant are in compliance with NASDAQ rules and regulations in order to avoid delisting of the Company's common stock by NASDAQ, provided that such changes, in the aggregate, do not (iiiin the determination of Crestview) have a materially adverse impact on such Purchaser's investment in the limitations imposed Company. Each Purchaser shall promptly supply such information as is reasonably requested by applicable law or public policy on provisions relating the Company to indemnity or contributionprepare any Registration Statements for the Shares and Warrant Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, All representations and warranties of the Purchasers in this Section 2.04 are made severally and not jointly, represents and warrants to and covenants with the Company thatjointly as follows: (a) PurchaserEach 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, taking into account subject, nevertheless, to the personnel condition that the disposition of the property of each Purchaser shall at all times be within its control. Each Purchaser which is not an individual further represents and resources warrants that it can practically bring to bear on was not organized for the purchase specific purpose of acquiring the Purchased Shares. Each Purchaser further represents and warrants that such Purchaser is (or, in the case of a partnership, it and each of its partners is) an "accredited investor" for purposes of the Securities contemplated hereby, either alone or together with Act and Regulation D thereunder and has knowledge and experience in financial and business matters such that it is capable of evaluating the advice merits and risks of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in makingthe investment to be made hereunder, and that such Purchaser is qualified financially able to make, decisions with respect to investments in shares presenting an investment decision like that undertake the risks involved in such an investment. Each Purchaser further acknowledges that it has had a full opportunity to request from the purchase of the Securities, including investments in securities issued by the Company, Company and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, to review all information Purchaser which it deems relevant in making an informed a decision to purchase the SecuritiesPurchased 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 Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the 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 transfer books to such effect. (b) Purchaser is acquiring The principal office or residence of each Purchaser, and the Securities being acquired by Purchaser pursuant 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 ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Massachusetts Uniform Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c)Act. (c) Each Purchaser will not, directly 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 executed and delivered by it or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take on its behalf and is a pledge of) any of the Securities purchased hereunder except valid and binding agreement enforceable against it in compliance accordance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunderits terms. (d) Each Purchaser is an “accredited investor” within represents that no person, firm or corporation, other than BT Alex.Browx, xxs or will have, as a result of any act or omission by such Purchaser, any right, interest or valid claim against the meaning of Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement. (e) If any Purchaser sells any Conversion Shares pursuant to Rule 501 of Regulation D 144A promulgated under the Securities Act. (e) , the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken will take all necessary action steps in order to authorize perfect the executionexemption from registration provided thereby, delivery and performance of this Agreement. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to including (i) laws obtaining on behalf of general application relating the Company information to bankruptcy, insolvency enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating advising such purchaser that Rule 144A is being relied upon with respect to indemnity or contributionsuch resale.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser, severally and not jointly, of the Purchasers represents and warrants to to, and covenants with with, the Company that: : (ai) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting securities representing an investment decision like that involved in the purchase of the SecuritiesShares, the Warrants and the Warrant Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, considered all information Purchaser it deems relevant in making an informed decision to purchase the Securities. Shares and Warrants; (bii) such Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any Shares and Warrants, and no arrangement or understanding exists with any other persons regarding the distribution of such Securities, except Shares or Warrants (this representation and warranty not limiting such Purchaser’s right to sell such Shares and 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 claims arising out of a breach of this representation and warranty, such Purchaser’s right to indemnification under Section 5(c7.3). ; (ciii) 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 Securities purchased hereunder 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 compliance with excess of the Securities Actthen 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, applicable blue sky lawsfor use in preparation of the Registration Statement, and the rules answers thereto are true and regulations promulgated thereunder. 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; (dv) 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 “accredited investor” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act; and (vii) such Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as such Purchaser has sold all of its Shares, Warrants and Warrant Shares or the Company is no longer required to keep the Registration Statement effective. (b) Each of the Purchasers understands that the Shares and Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of Securities Act, the Rules and Regulations and state securities laws, and that the Company is relying upon the truth and accuracy of, and each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchasers to acquire the Shares and Warrants. (c) The Purchasers have used any information provided by the Company for the sole purpose of evaluating a possible investment in the Shares and Warrants and the Purchasers 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, 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 the Exchange Act. (i) Each 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 and (ii) upon the execution and delivery of this Agreement. This , this Agreement constitutes shall constitute a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (iregardless of whether such enforceability is considered in a proceeding in equity or at law) laws and except as the indemnification agreements of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contributionsuch Purchaser in Section 7.3 hereof may be legally unenforceable.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, considered all information Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c5.1(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Documents and the representations and warranties of the Company contained herein. (e) 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. (ef) Purchaser has full right, power, authority and capacity to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby by this Agreement and the Registration Rights Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Registration Rights Agreement. This Upon the execution and delivery of this Agreement constitutes 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, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to bankruptcy, insolvency and or affecting the relief enforcement of debtorscreditors’ rights generally, (ii) rules of law governing as limited by equitable principles generally, including any specific performance, injunctive relief and other equitable remedies, performance and (iii) with respect to the limitations imposed Registration Rights Agreement, as rights to indemnity or contribution may be limited by applicable law state or federal laws or public policy on provisions relating underlying such laws. (g) Except as disclosed in the Purchaser Questionnaire, Purchaser is not a broker or dealer registered pursuant to indemnity 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 contributioncaused 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 constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser, Purchaser severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.Act and was not organized for the specific purpose of acquiring the Series G Shares or, 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) Purchaser if it is a corporation duly incorporated or a 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 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 full rightthe power and authority to execute, power, authority deliver 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 perform this Agreement. This Agreement ; (f) the execution and delivery by it of the Transaction Documents and the performance by it of its 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 other agency of government; and (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes a its legal, valid and binding obligation of Purchaserobligation, enforceable in accordance with its termsterms (subject in each case to the enforcement of remedies, subject to (i) laws of general application relating to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar laws affecting the relief rights of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contributioncreditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser, severally and not jointly, represents and warrants to to, and covenants with the Company that: (a) Purchaserwith, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, as of the date hereof and has requestedas of the Closing Date on which such Purchaser acquires the Units, received, reviewed and considered, either alone or with that: (i) such Purchaser’s purchaser representative, all information Purchaser deems relevant is an "accredited investor" as defined in making an informed decision to purchase Rule 501 of Regulation D promulgated under the Securities. Securities Act; (bii) such Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and Units for its own account for investment only and with no present intention of distributing any of such Securities or Shares other than to any arrangement or understanding with any other persons regarding the distribution affiliate of such Securities, except in compliance with Section 5(c). Purchaser; (ciii) 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 purchased hereunder Securities, except in compliance with the Securities Act, applicable blue sky laws, 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. (db) Each Purchaser is agrees not to make any sale of the Securities except pursuant to an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated effective registration statement under the Securities ActAct or an exemption from the registration requirements thereof. (ec) Each Purchaser, severally and not jointly, 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. This , and (ii) upon the execution and delivery of this Agreement, this Agreement constitutes shall constitute a valid and binding obligation of Purchaser, such Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (iregardless of whether such enforceability is considered in a proceeding in equity or at law). (d) laws Each Purchaser, severally and not jointly, represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of general application relating to bankruptcyRule 144 promulgated thereunder, insolvency all certificates evidencing the Securities and the relief of debtorsWarrant Shares, whether upon initial issuance or upon any transfer thereof shall bear a legend, prominently stamped or printed therein, reading substantially as follows: THE SECURITIES 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 (ii1) rules of law governing specific performanceEITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, injunctive relief and other equitable remediesOR (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 AND (iii2) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contributionTHERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser, Purchaser severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and was not organized for the specific purpose of acquiring the Units. (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; and (d) the Units 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) Purchaser if it is a corporation duly incorporated or a 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 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 full rightthe power and authority to execute, power, authority deliver 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 perform this Agreement. This Agreement . (f) the execution and delivery by it of the Transaction Documents and the performance by it of its 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 other agency of government. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes a its legal, valid and binding obligation of Purchaserobligation, enforceable in accordance with its termsterms (subject in each case to the enforcement of remedies, subject to (i) laws of general application relating to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar laws affecting the relief rights of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contributioncreditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, considered all information Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c5.1(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the SEC Documents and the representations and warranties of the Company contained herein. (e) 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. (ef) Purchaser has full right, power, authority and capacity to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby by this Agreement and the Registration Rights Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Registration Rights Agreement. This Upon the execution and delivery of this Agreement constitutes 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, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to bankruptcy, insolvency and or affecting the relief enforcement of debtorscreditors’ rights generally, (ii) rules of law governing as limited by equitable principles generally, including any specific performance, injunctive relief and other equitable remedies, performance and (iii) with respect to the limitations imposed Registration Rights Agreement, as rights to indemnity or contribution may be limited by applicable law state or federal laws or public policy on provisions relating underlying such laws. (g) Purchaser is not a broker or dealer registered pursuant to indemnity 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 Purchaser shall have completed or contributioncaused 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 constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each PurchaserPurchaser hereby severally, severally and not jointly, represents acknowledges, represents, warrants and warrants to and covenants with agrees as follows, as of the Company thatdate hereof: (a) PurchaserIf the Purchaser is an entity, taking into account such Purchaser (i) is an entity duly organized, validly existing and in good standing under the personnel laws of its jurisdiction of incorporation or formation and resources it can practically bring (ii) has all requisite power and authority to bear carry on the purchase of businesses in which it is engaged and to own and use the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated properties owned and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued used by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securitiesit. (b) Such Purchaser is acquiring has all necessary power and authority to execute, deliver and perform its obligations under this Agreement. If the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) Purchaser has full rightentity, 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 AgreementAgreement 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 and validly executed and delivered by such Purchaser and, assuming the due authorization, execution and delivery by the Corporation, constitutes a the valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject except as the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or applicable equitable principles (whether considered in a proceeding at law or in equity). (c) Such Purchaser acknowledges and agrees that the Purchased Shares will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any applicable securities laws, and that such Purchaser has no present intention of selling, granting any participation in, or 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 merits and risks of owning the Purchased Shares that such Purchaser is acquiring. (d) Such Purchaser understands that the Purchased Shares to be received by such Purchaser have not been, and upon issuance will not be, 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 authorities, or an exemption from such registration and qualification requirements is available. (e) 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 in Regulation D promulgated under the Securities Act). (g) Such Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Corporation and that such Purchaser has received access to such books and records, facilities, equipment, contracts and other assets of the Corporation that it has desired or requested to review for such purpose, and 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 Exchange Act of 1934 and prior to the date hereof. Such Investor acknowledges receipt of copies of all of such SEC filings. (i) laws Such Purchaser acknowledges that, except for the representations and warranties contained in this Agreement, none of general application relating the Corporation or any of its affiliates or representatives or any other person makes (and such Purchaser is not relying on) any representation or warranty, express or implied, to bankruptcysuch Purchaser in connection with the transactions contemplated by this Agreement. (j) No person or entity will have, insolvency and as a result of the relief 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 compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contributionsuch Purchaser.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: (a) Such Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, considered all information such Purchaser deems relevant (including the Commission Documents) in making an informed decision to purchase the Securities. (b) Such Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c5.1(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) 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. (ed) (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 full right, power, power and 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. This , and (iii) this Agreement constitutes a valid and binding obligation of Purchaser, 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 general principles of equity (iregardless of whether such enforceability is considered in a proceeding in equity or at law). (e) laws Such Purchaser is not a broker or dealer registered pursuant to Section 15 of general application relating the Exchange 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 bankruptcyany agreement for distribution of any of the Securities. (f) Such Purchaser shall have completed or caused to be completed and delivered to the Company at no later than the Closing Date, insolvency the Stock Certificate Questionnaire and the relief Registration Statement Questionnaire for use in preparation of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remediesthe 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 true and correct in all material respects as of the Closing Date and the effective date of the Registration 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. (iiig) Such Purchaser (including any person controlling, controlled by, or under common control with such Purchaser, as the limitations imposed 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 applicable law 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 public policy on provisions relating 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 indemnity such Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or contributioninvestment 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.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, severally for itself and not jointlyfor no other Purchaser, represents and hereby represents, warrants to and covenants with to the Company thatand the Placement Agents as of the Closing: (a) Each Purchaser represents and warrants that: (i) the Purchaser has all requisite legal and corporate or other power and capacity and has taken all requisite corporate or other action to execute and deliver this Agreement, to purchase the Securities and to carry out and perform all of its obligations under this Agreement; and (ii) this Agreement constitutes the legal, valid and binding obligation of the Purchaser, taking into account enforceable against the personnel Purchaser in accordance with its terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and resources (y) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it can practically bring to bear on the purchase was, and as of the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities contemplated hereby, either alone Act or together (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Purchaser is aware of the Company’s business affairs and financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by . Purchaser acknowledges that it has had the opportunity to review the Company’s filings with the Commission and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and has requestedto receive answers from, received, reviewed representatives of the Company concerning the terms and considered, either alone conditions of the offering of the Securities and the merits and risks of investing in the Securities and (ii) the opportunity to obtain such additional information that the Company possesses or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c)investment. (c) Each Purchaser is purchasing the Securities, and, upon the exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, in each case for its own account, for investment purposes only, and not with a present view to, or for, resale, distribution or fractionalization thereof, in whole or in part, within the meaning of the Securities Act; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Each Purchaser understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of each Purchaser’s investment intent as expressed herein. Each Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, Act and the rules and regulations promulgated thereunder. (d) Each Purchaser represents and acknowledges that is an “accredited investor” has not been solicited to offer to purchase or to purchase any Securities by means of any general solicitation or advertising within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) Each Purchaser represents that it is not a person of the type described in Section 506(d) of Regulation D under the Securities Act that would disqualify the Company from engaging in a transaction pursuant to Section 506 of Regulation D under the Securities Act. (f) Each Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of each Purchaser to acquire the Securities. Each Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. (g) The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. The Purchaser has full rightconsulted such legal, powertax and investment advisors and made such investigations as the Purchaser, authority in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agents have each acted solely as an agent of the Company in this placement of the Securities and capacity such Purchaser has not relied on the business, legal, tax or investment advice of either Placement Agent or any of their agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to enter into this Agreement and to consummate such Purchaser in connection with the transactions contemplated herein. (h) During the time that the Purchaser was first contacted by the Company, either Placement Agent or any other person regarding the transactions contemplated hereby and ending immediately prior to the execution hereof, such Purchaser has taken not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Purchaser, engaged in any purchases or sales of the Company’s securities (including, without limitation, any Short Sales involving the Company’s securities). Each Purchaser covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any purchases or sales of the Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. (i) Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to this Agreement. Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. (j) Purchaser will hold in confidence all necessary action to authorize information concerning this Agreement and the executionsale and issuance of the Securities until the Company has made a public announcement concerning this Agreement and the sale and issuance of the Securities, delivery and performance which shall be made not later than 9:00 am New York time on the first Trading Day immediately after the signing of this Agreement. This Agreement constitutes a valid and binding obligation . (k) 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 Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contributionSecurities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each PurchaserPurchaser represents, severally and not jointly, represents and warrants to and covenants with severally to the Company thatthat on the date hereof, as of the Closing Date and as of the date of any conversion of the Shares, exercise of the Warrants or any transfer of the Securities by such Purchaser: (a) Purchaser, taking into account the personnel The Purchaser has all requisite power to execute and resources it can practically bring to bear on the purchase of the deliver this Agreement and any Securities contemplated hereby, either alone exercised or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in makingconverted, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Companyall other documents and agreements contemplated hereby and thereby, and has requested, received, reviewed to perform the provisions hereof and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision thereof and to purchase consummate the Securitiestransactions 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, 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, executed and delivered by, and each is the valid and binding obligation of, the Purchaser enforceable against the Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally. (c) The Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act, and is acquiring the Securities for investment for the Purchaser's own account, and not with a view to distribution subject, nevertheless, to any 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 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 Conversion 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 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c)Agreement. (cg) The Purchaser will 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, pledgetransfer, transfer assign (except to an entity controlled by, controlling or under common control with such Purchaser and except to trusts principally for the benefit of members of the family of such Purchaser), contract to sell or otherwise dispose of (or solicit any offers such action, to buy"Dispose") any Securities acquired pursuant to this Agreement. Notwithstanding any other provision of this Agreement, purchase or otherwise acquire or take a pledge of) the Purchaser shall have the unilateral right to Dispose of any of the Securities purchased hereunder except in compliance with if any of the Securities Actfollowing events involving the Company shall have been announced as pending or planned, applicable blue sky laws, and the rules and regulations promulgated thereunder.or shall have occurred (each a "Terminating Event"): (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) 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. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, A Change in Control Transaction (as defined below); (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and The Company shall (iii1) the limitations imposed by applicable law or public policy on provisions relating become insolvent; (2) admit in writing its inability to indemnity or contribution.pay its debts generally as they mature;

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaserof the Purchasers hereby makes the following representations and warranties to the Company, severally and covenants for the benefit of the Company, with respect solely to itself and not jointly, represents and warrants with respect to and covenants with the Company thatany other Purchaser: (a) PurchaserIf a Purchaser is an entity, taking into account such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the personnel laws of the jurisdiction of its incorporation or organization. (b) This Agreement, the Registration Rights Agreement, the Notes, the Warrants and resources it can practically bring 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 bear limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the purchase enforcement of creditors' rights generally, and each Purchaser has full power and authority to execute and deliver 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 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 contemplated herebyand that no Federal, either alone state, local or together with the advice of such Purchaser’s purchaser representativeforeign governmental body or regulatory authority has recommended or endorsed, is knowledgeableor will recommend or endorse, sophisticated and experienced any investment in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase any of the Securities. Each Purchaser, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed the decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired , has relied upon independent investigation made by Purchaser pursuant to this Agreement in the ordinary course of its business it and for its own account for investment only and with no present intention of distributing has not relied on any of such Securities information or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunderrepresentations 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” within the meaning of " as defined under Rule 501 of Regulation D promulgated under the Securities Act. (ef) Each Purchaser has full rightis and will be acquiring the Securities for such Purchaser's own account, powerand not with a view to any resale or distribution of the Notes or Warrants in whole or in part, authority in violation of the Securities Act or any applicable securities laws. (g) The offer and capacity sale of the Securities is intended to enter into this Agreement be exempt from registration under the Securities Act, by virtue of Section 4(2) and to consummate Rule 506 of Regulation D promulgated under the transactions contemplated hereby Securities Act. Each Purchaser understands that the Securities purchased hereunder have not been, and has taken all necessary action to authorize may never be, registered under the execution, delivery Securities Act and performance that none of this Agreement. This Agreement constitutes a valid the Securities can be sold or transferred unless they are first registered under the Securities Act and binding obligation of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief such state and other equitable remedies, securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and (iii) then the limitations imposed by Securities may be sold or transferred only in compliance with such exemption and all applicable law or public policy on provisions relating to indemnity or contributionstate and other securities laws).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaserof the Purchasers, severally and not jointly, represents and represents, warrants to and covenants with to the Company Corporation that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) 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. This , the Registration Rights Agreement and the Shareholders' Agreement have been duly authorized by all requisite action by the Purchasers and each constitutes a the valid and binding obligation of Purchaserthe Purchasers, enforceable in accordance with its terms; b) it is acquiring the Preferred Stock and Warrants for its own account, subject for investment and not with a view to the distribution thereof within the meaning of the Securities Act; c) it understands that the Preferred Stock and Warrants have not been, and will not be, registered under the Securities Act, in each case by reason of its issuance by the Corporation in a transaction exempt from the registration requirements of the Securities Act; and that the Preferred Stock and Warrants must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration; d) it understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may only afford the basis for sales in limited amounts; e) it will not transfer the Preferred Stock or Warrants except in compliance with the Shareholders' Agreement, the Registration Rights Agreement and applicable law; f) it has not employed any broker or finder in connection with the transactions contemplated by this Agreement; g) (i) laws it is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, and by reason of general application relating to bankruptcyits business and financial experience, insolvency and the relief business and financial experience of debtorsthose persons retained by it to advise it with respect to its investment in the Preferred Stock, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment and (ii) rules it is familiar with the business of law governing specific performance, injunctive relief the Corporation and other equitable remedies, has had the opportunity to ask questions of the officers and (iii) directors of the limitations imposed by applicable law or public policy on provisions relating Corporation and to indemnity or contribution.obtain such information about the financial condition of the Corporation as it has requested; and

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaserof the Purchasers, severally and but not jointly, represents and warrants to and covenants with the Company that: (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase covenants for the Securities. (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c). (c) 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 benefit of the Securities purchased hereunder except in compliance with Company, as follows: 2.1. Each of the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (d) Purchaser Purchasers is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated entity duly organized, valid existing and in good standing under the Securities Act.laws of the jurisdiction identified on Exhibit A. (e) 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 Agreement2.2. This Agreement constitutes has been duly authorized, validly executed and delivered by each of the Purchasers and is a valid and binding agreement and obligation of Purchaser, each of the Purchasers enforceable against 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 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 (i) laws as hereinafter defined). Each of general application the Purchasers understands that no Federal, state, local or foreign governmental body or regulatory authority has made any finding or determination relating to bankruptcythe fairness of an investment in any of the Shares and that no Federal, insolvency state, local or foreign governmental body or regulatory authority has recommended or endorsed, or will recommend or endorse, any investment in any of the Shares. Each of the Purchasers, in making the decision to purchase the Preferred Shares and the relief 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 (as hereinafter defined) from the period commencing on the Initial Closing Date and ending on the date which all of debtorsthe 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), (ii) rules a "Short Sale" by a Purchaser shall mean a sale of law governing specific performanceCommon Stock by a Purchaser that is marked as a short sale and that is 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, injunctive relief Conversion Shares that have not yet been converted upon conversion of the Preferred Shares and other equitable remediesWarrant Shares that have not yet been issued upon exercise of the Warrants shall be deemed to be held long by such Purchaser, and (iii) the limitations imposed by applicable law or public policy amount of shares of Common Stock held in a long position shall be the number of Conversion Shares issuable upon conversion of the Preferred Shares assuming such holder converted all the outstanding principal amount of the Preferred Shares on provisions relating such date and with respect to indemnity or contributionWarrant Shares, the number of Warrant Shares issuable upon exercise of the Warrants assuming such holder exercised all of the Warrants on such date.