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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents and warrants to the Company that: (a) it is an "accredited investor" within the meaning of Rule 501 under the Securities Act 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) 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 the power and authority to execute, deliver and perform this Agreement. (f) the execution and delivery by it of the Transaction Documents and the performance by it of its 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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agents as of the Closing: (a) it is an "accredited investor" within Such 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 meaning Shares and to carry out and perform all of Rule 501 its obligations under this Agreement; and (b) this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the specific purpose enforcement of acquiring the Unitscreditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Shares, it has sufficient knowledge was, and experience as of the date hereof it is, either: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Such Purchaser is aware of the Company's stage ’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 Shares. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so the Shares. Such 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 to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks and merits of its investment investing in the Shares and (ii) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it has had an opportunity to discuss Such Purchaser is purchasing the Company's business, management and financial affairs with the Company's management; and (d) the Units being purchased by it are being acquired Shares for its own account account, for the purpose of investment purposes only, and not with a present view to to, or for sale for, resale, distribution or fractionalization thereof, in connection with any distribution thereof. whole or in part (e) if it is a corporation duly incorporated or a limited partnership, it is duly formed, as within 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 meaning of the business transacted by it or the character Securities Act.) in violation of the properties owned or leased by it requires such licensing or qualification; it has the power and authority to execute, deliver and perform this Agreement. (f) the execution and delivery by it Securities Act. Such Purchaser understands that its acquisition of the Transaction Documents and the performance by it of its obligations thereunder, have Shares has not 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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).registered under

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatas of the Closing: (a) it is an "accredited investor" within Purchaser represents and warrants that: (i) 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 meaning Shares and to carry out and perform all of Rule 501 its obligations under this Agreement; and (ii) this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of the specific purpose Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of acquiring the Unitscreditors’ rights generally. (b) At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser has sufficient knowledge the authority and experience in investing in companies similar is duly and legally qualified to purchase and own the Company in terms Shares. Such Purchaser is aware of the Company's stage ’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 Shares. Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so as to be the Shares and such Purchaser is able to evaluate bear the risks and merits economic risk of its an investment in the Company and it Shares and, at the present time, is able financially to bear the risks thereof;afford a complete 1 Note to Draft: Investment Company rep is covered in Section 3.1(f). (c) it Each Purchaser is purchasing the Shares 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. Each Purchaser understands and acknowledges that the Shares are “restricted securities” and understands that its acquisition of the Shares has had an opportunity 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, transfer or otherwise dispose of (or solicit any offers to discuss buy, purchase or otherwise acquire or take a pledge of) the Company's business, management and financial affairs Shares except in compliance with the Company's management; andSecurities Act and the rules and regulations promulgated thereunder. (d) Each Purchaser represents and acknowledges that it has not been solicited to offer to purchase or to purchase any Shares by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereofSecurities Act. (e) if Each Purchaser represents that it is not a corporation duly incorporated or a limited partnership, it is duly formed, as person of the case may be, validly existing and type described in good standing Section 506(d) of Regulation D under the laws Securities Act that would disqualify the Company from engaging in a transaction pursuant to Section 506 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 Regulation D under 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 the power and authority to execute, deliver and perform this AgreementSecurities Act. (f) Each Purchaser understands that the execution Shares being offered and delivery by sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Transaction Documents Company is relying in part upon the truth 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 Documentsaccuracy 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 document constitutes its legal, valid exemptions and binding obligation, enforceable the eligibility of each Purchaser to acquire the Shares. Each Purchaser further acknowledges and understands that the Shares may not be resold or otherwise transferred except in accordance with its terms (subject in each case to a transaction registered under the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally)Securities Act or unless an exemption from such registration is available.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the Initial Closing and the Second Closing, as applicable: (a) it is an "accredited investor" within Such 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 meaning Preferred Shares and to carry out and perform all of Rule 501 its obligations under this Agreement; and (b) this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the specific purpose enforcement of acquiring the Unitscreditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Preferred Shares, it has sufficient knowledge was, and experience as of the date hereof it is, either: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Such Purchaser is aware of the Company's stage ’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 Preferred Shares. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so the Preferred Shares. Such 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 to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks and merits of its investment investing in the Preferred Shares and (ii) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it Such Purchaser is purchasing the Preferred Shares 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.) in violation of the Securities Act. Such Purchaser understands that its acquisition of the Preferred Shares has had an opportunity 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 such Purchaser’s investment intent as expressed herein. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to discuss buy, purchase or otherwise acquire or take a pledge of) the Company's business, management and financial affairs Preferred Shares except in compliance with the Company's management; andSecurities Act and the rules and regulations promulgated thereunder. (d) Such Purchaser represents and acknowledges that is has not been solicited to offer to purchase or to purchase any Preferred Shares by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereofSecurities Act. (e) if Such Purchaser understands that the Preferred Shares 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 such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements 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 Preferred Shares. Such Purchaser further acknowledges and understands that the Preferred Shares may not be resold or otherwise transferred except in a corporation duly incorporated or a limited partnership, it is duly formed, as the case may be, validly existing and in good standing transaction registered under the laws of its state of incorporation Securities Act or formation and unless an exemption from such registration 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 the power and authority to execute, deliver and perform this Agreementavailable. (f) Such Purchaser understands that nothing in this Agreement or any other materials presented to the execution Purchaser in connection with the purchase and delivery by it sale of the Transaction Documents Preferred Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors and made such investigations as such Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the performance by it Preferred Shares. Such Purchaser understands that the Placement Agent have acted solely as the agents of the Company in this placement of the Preferred Shares and such Purchaser has not relied on the business, legal, tax or investment advice of the Placement Agent or any of its obligations thereunderagents, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court counsel or other agency of government. (g) it has duly executed and delivered each of the Transaction Documentsaffiliates in making its investment decision hereunder, and each confirms that none of such document constitutes its legal, valid and binding obligation, enforceable persons has made any representations or warranties to such Purchaser in accordance connection with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally)transactions contemplated herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company that: and the Placement Agent as of the Closing: (a) it is an "accredited investor" within the meaning of Rule 501 under Such 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (b) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the Unitsenforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it has sufficient knowledge was, and experience as of the date hereof it is, and on the date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Such Purchaser is aware of the Company's stage ’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. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so the Securities. Such 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 to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks and merits of its investment investing in the Securities and (ii) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it Such Purchaser is purchasing the Securities, and upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise of the Warrants, 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) in violation of the Securities Act. Such Purchaser understands that its acquisition of the Securities has had an opportunity to discuss not been registered under the Company's businessSecurities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, management and financial affairs with the Company's management; andwhich exemptions may depend upon, among 14. 84474864_12 (d) Such Purchaser represents and acknowledges that is has not been solicited to offer to purchase or to purchase any Securities by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Securities Act. (e) if Such Purchaser represents that it is not a corporation duly incorporated or a limited partnership, it is duly formed, as Person of the case may be, validly existing and type described in good standing Section 506(d) of Regulation D under the laws Securities Act that would disqualify the Company from engaging in a transaction pursuant to Section 506 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 Regulation D under 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 the power and authority to execute, deliver and perform this Agreement. Securities Act. (f) Such Purchaser understands that the execution Securities being offered and delivery by sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Transaction Documents Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the performance by it eligibility of its obligations thereunder, have been duly authorized by all requisite corporate action such Purchaser to acquire the Securities. Such Purchaser further acknowledges and will understands that the Securities may not violate any provision of law, any order of any court be resold or other agency of governmentotherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatas of the Closing: (a) it is an "accredited investor" within the meaning of Rule 501 under Purchaser represents and warrants that: (i) 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (ii) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring the UnitsPurchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generally. (b) At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Pre-Funded Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser has sufficient knowledge the authority and experience in investing in companies similar is duly and legally qualified to purchase and own the Company in terms Securities. Such Purchaser is aware of the Company's stage ’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 purchase of development so as to be the Securities and such Purchaser is able to evaluate bear the risks and merits economic risk of its an investment in the Company and it Securities and, at the present time, is able financially to bear afford a complete loss of such investment. Such 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 to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks thereof;of investing in the Securities and (ii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit E (the “Investor Questionnaire”). The information set forth on the signature pages hereto and the Investor Questionnaire regarding Purchaser is true and complete in all respects. Except as disclosed in the Investor Questionnaire, Purchaser has had no position, office or other material relationship within the past three years with the Company or Persons (as defined below) known to Purchaser to be affiliates of the Company, and is not a member of the Financial Industry Regulatory Authority or an “associated person” (as such term is defined under the FINRA Membership and Registration Rules Section 1011). (c) it has had an opportunity to discuss Each Purchaser is purchasing the Company's businessSecurities, management and financial affairs with and, if applicable, upon exercise of the Company's management; and (d) Pre-Funded Warrants will acquire the Units being purchased by it are being acquired Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, for its own account account, for the purpose of investment purposes only, and not with a present view to to, or for sale for, resale, distribution or fractionalization thereof, in connection with any distribution thereof. (e) if it is a corporation duly incorporated whole or a limited partnershipin part, it is duly formed, as within 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 meaning of the business transacted by it or Securities Act. Each Purchaser understands and acknowledges that the character Securities are “restricted securities” and understands that its acquisition of the properties owned or leased by it requires such licensing or qualification; it Securities has the power and authority to execute, deliver and perform this Agreement. (f) the execution and delivery by it of the Transaction Documents and the performance by it of its obligations thereunder, have not 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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).registered under the

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatas of the Closing Date: (a) it is an "accredited investor" within Such 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 meaning Shares and to carry out and perform all of Rule 501 its obligations under this Agreement; and this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the specific purpose enforcement of acquiring the Unitscreditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Shares, it has sufficient knowledge was, and experience as of the date hereof it is, (i) either: (A) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (B) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, (ii) an Institutional Account as defined in Financial Industry Regulatory Authority Rule 4512(c), and (iii) a sophisticated institutional investor, experienced in investing in companies similar private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including such Purchaser’s participation in the Company in terms transactions contemplated by this Agreement. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Company's stage of development so as to be able to evaluate the risks Shares and merits of its investment participation in the Company transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Shares. Such Purchaser is able financially to bear the substantial risks thereof;associated with its purchase of the Shares, including but not limited to loss of its entire investment therein. (c) Such Purchaser has (i) received, reviewed and understood the offering materials made available to it has in connection with the transactions contemplated by this Agreement, (ii) had an the opportunity to discuss ask questions of and receive answers from the Company directly and (iii) conducted and completed its own independent due diligence with respect to the transactions contemplated by this Agreement. Based on such information as such Purchaser has deemed appropriate, such Purchaser has independently made its own analysis and decision to purchase the Shares. Except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the transactions contemplated by this Agreement, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company's , including but not limited to all business, management legal, regulatory, accounting, credit and financial affairs with the Company's management; andtax matters. (d) Such Purchaser is acquiring its entire beneficial ownership interest in the Units being purchased by it are being acquired Shares for its own account for the purpose of investment purposes only and not with a view to or for sale in connection with any distribution thereofof the Share in any manner that would violate the securities laws of the United States or any other jurisdiction. (e) if Such Purchaser understands that the Shares are 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 such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements 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. Such Purchaser further acknowledges and understands that the Shares may not be resold or otherwise transferred except in a corporation duly incorporated or a limited partnership, it is duly formed, as the case may be, validly existing and in good standing transaction registered under the laws of its state of incorporation Securities Act or formation and unless an exemption from such registration 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 the power and authority to execute, deliver and perform this Agreementavailable. (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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agents as of the Closing: (a) it is an "accredited investor" within Such 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 meaning Shares and to carry out and perform all of Rule 501 its obligations under this Agreement; and (b) this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the specific purpose enforcement of acquiring the Unitscreditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Shares, it has sufficient knowledge was, and experience as of the date hereof it is, (i) either: (A) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (B) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, (ii) an Institutional Account as defined in Financial Industry Regulatory Authority Rule 4512(c), and (iii) a sophisticated institutional investor, experienced in investing in companies similar private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including such Purchaser’s participation in the Company in terms transactions contemplated by this Agreement. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Company's stage of development so as to be able to evaluate the risks Shares and merits of its investment participation in the Company transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Shares. Such Purchaser is able financially to bear the substantial risks thereof;associated with its purchase of the Shares, including but not limited to loss of its entire investment therein. (c) Such Purchaser has (i) received, reviewed and understood the offering materials made available to it has in connection with the transactions contemplated by this Agreement, (ii) had an the opportunity to discuss ask questions of and receive answers from the Company directly and (iii) conducted and completed its own independent due diligence with respect to the transactions contemplated by this Agreement. Based on such information as such Purchaser has deemed appropriate and without reliance upon the Placement Agents, such Purchaser has independently made its own analysis and decision to purchase the Shares. Except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the transactions contemplated by this agreement, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company's , including but not limited to all business, management legal, regulatory, accounting, credit and financial affairs with the Company's management; andtax matters. (d) Such Purchaser is acquiring its entire beneficial ownership interest in the Units being purchased by it are being acquired Shares for its own account for the purpose of investment purposes only and not with a view to or for sale in connection with any distribution thereofof the Share in any manner that would violate the securities laws of the United States or any other jurisdiction. Such Purchaser understands that the Shares have not been registered under the securities laws of the United States or any other jurisdiction and that the Securities may not be resold or transferred in the United States or otherwise except in compliance with applicable law and the restrictions on transfer set forth in the definitive documentation for the Transaction. (e) if Such Purchaser understands that the Shares 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 such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements 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. Such Purchaser further acknowledges and understands that the Shares may not be resold or otherwise transferred except in a corporation duly incorporated or a limited partnership, it is duly formed, as the case may be, validly existing and in good standing transaction registered under the laws of its state of incorporation Securities Act or formation and unless an exemption from such registration 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 the power and authority to execute, deliver and perform this Agreementavailable. (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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the Closing: (a) it is an "accredited investor" within the meaning of Rule 501 under Purchaser represents and warrants that: (i) 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (ii) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring the UnitsPurchaser, enforceable against the 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 (y) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it has sufficient knowledge was, and experience as of the date hereof it is, either: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Purchaser is aware of the Company's stage ’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 purchase of development so the Securities. 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 to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks and merits of its investment investing in the Securities and (ii) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it Each Purchaser is purchasing the Securities 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. Each Purchaser understands that its acquisition of the Securities has had an opportunity 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 discuss buy, purchase or otherwise acquire or take a pledge of) the Company's business, management and financial affairs Securities except in compliance with the Company's management; andSecurities Act and the rules and regulations promulgated thereunder. (d) Each Purchaser represents and acknowledges that is has not been solicited to offer to purchase or to purchase any Securities by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereofSecurities Act. (e) if Each Purchaser represents that it is not a corporation duly incorporated 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 limited partnershiptransaction 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, it is duly formedtax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as the case may bePurchaser, validly existing in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities and in good standing under such Purchaser has not relied on the laws business, legal, tax or investment advice of the Placement Agent or any of its state agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of incorporation such persons has made any representations or formation and is duly licensed or qualified warranties to transact business as a foreign corporation or partnership and is such Purchaser in good standing in each jurisdiction in which connection with the nature transactions contemplated herein. (h) As of the business transacted by it Closing Date, each Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the character Purchaser, engaged in any purchases or sales of the properties owned Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) since the time that the Purchaser was first contacted by the Company, the Placement Agent or leased any other person regarding the transactions contemplated hereby. 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 it requires such licensing 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 qualification; it 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 information concerning this Agreement and the sale and issuance of the Securities until the Company has made a public announcement concerning this Agreement and the power sale and authority to executeissuance of the Securities, deliver and perform 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. (fk) the execution and delivery by it 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 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 governmentSecurities. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the Closing: (a) it is an "accredited investor" within (i) the meaning of Rule 501 under 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (ii) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring such Purchaser, enforceable against such Purchaser in accordance with its terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the Unitsenforcement of creditors’ rights generally and (y) as limited by equitable principles generally. (b) it has sufficient knowledge The execution, delivery and experience performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in investing a violation of the organizational documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in companies similar a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Company Purchaser, except in terms the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company's stage of development so as Purchaser to be able to evaluate the risks and merits of perform its investment in the Company and it is able financially to bear the risks thereof;obligations hereunder. (c) At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The 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. The Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Securities. The Purchaser acknowledges that it has had an the opportunity to discuss review the Company's business, management and financial affairs ’s filings with the Company's management; andCommission and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and 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 can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (d) the Units being purchased The Securities to be received by it are being such Purchaser hereunder will be acquired for its such Purchaser’s own account account, not as nominee or agent, for the purpose of investment and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for sale any period of time.. 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 connection with any distribution thereofreliance 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. (e) if Each Purchaser represents and acknowledges that is 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 Regulation D under the Securities Act. (f) If the Purchaser is a person listed in the first paragraph of Rule 506(d)(1) with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, such Purchaser represents that it is not a corporation duly incorporated 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. (g) 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 limited partnershiptransaction registered under the Securities Act or unless an exemption from such registration is available. (h) 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, it tax or investment advice. The Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to this Agreement, including by consulting legal, tax and investment advisors and making such investigations as the Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. (i) Each Purchaser acknowledges and agrees that (i) the Placement Agent is duly formedacting on a “best efforts” basis for the Securities being offered hereby and will be compensated by the Company for acting in such capacity; (ii) the Placement Agent is acting solely as an agent of the Company in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter, initial purchaser, dealer or in any other such capacity for such Purchaser, the Company or any other person or entity in connection with the transactions contemplated hereby; (iii) none of the Placement Agent or any of its affiliates, or any of their respective directors, officers, employees or agents (collectively, the “Placement Agent Parties”), has made or will make any representation or warranty, whether express or implied, of any kind or character, and none of such persons has provided any advice or recommendation in connection with the transactions contemplated hereby; (iv) the Placement Agent will not have any responsibility with respect to (A) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents or the execution, legality, validity or enforceability (with respect to any person) thereof or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning, the Company; and (v) the Placement Agent shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to the Purchaser, or to any person claiming through such Purchaser, in respect of the transactions contemplated hereby. (j) Each Purchaser acknowledges and agrees that the Placement Agent shall have no liability or obligation on or with respect to the accuracy or completeness, as of any date, of any information set forth in, or any omission from, any valuation or other materials that may have been provided or made available to the case may be, validly existing Purchaser in connection with the transactions contemplated hereby. (k) Each Purchaser acknowledges and agrees that (i) no disclosure or offering document has been prepared by the Placement Agent Parties in good standing under connection with the laws of its state of incorporation or formation offer 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 sale of the business transacted by it Securities and (ii) none of the Placement Agent Parties have made any independent investigation with respect to the Company or the character Securities or the accuracy, completeness or adequacy of any information supplied to such Purchaser by the Company. (l) During the time that the Purchaser was first contacted by the Company, the Placement Agent or any other person regarding the transactions contemplated hereby and ending immediately prior to the execution hereof, such Purchaser has 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 properties owned 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 leased 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 it requires this Agreement are publicly disclosed. (m) The Purchaser, either alone or together with its representatives, has such licensing or qualification; it knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the power merits and authority risks of such investment. The Purchaser is able to executebear the economic risk of an investment in the Securities and, deliver at the present time, is able to afford a complete loss of such investment. (n) The Purchaser will hold in confidence all information concerning the Transaction Documents and perform the sale and issuance of the Securities until the Company has made a public disclosure concerning this Agreement and the sale and issuance of the Securities, 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. (fo) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (p) The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchaser. (q) To each Purchaser’s knowledge, the purchase by such Purchaser of the Securities issuable to it at the Closing, as listed on the signature page hereto, will not result in the Purchaser (individually or together with any other person with whom the Purchaser has identified, or will have identified, itself with as part of a “group” in a public filing made with the Commission involving the Company’s securities) acquiring, or obtaining the right to acquire, beneficial ownership in excess of 19.999% of the outstanding shares of Common Stock or the voting power of the Company on a post-transaction basis that assumes that such Closing shall have occurred (including assuming the effectiveness of any “blocker” or similar limitations on beneficial ownership contained in the applicable documentation for the Securities). The Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other persons have) acquired, or obtained the right to acquire, as a result of such Closing (when added to any other securities of the Company that it or they then own or have the right to acquire), beneficial ownership in excess of 19.999% of the outstanding shares of Common Stock or the voting power of the Company on a post-transaction basis that assumes that each Closing shall have occurred (including assuming the effectiveness of any “blocker” or similar limitations on beneficial ownership contained in the applicable documentation for the Securities). (r) The Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address immediately below the Purchaser’s name on its signature page hereto. (s) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the execution and delivery by it legal requirements within its jurisdiction for the purchase of the Transaction Documents Securities, (b) any foreign exchange restrictions applicable to such purchase or acquisition, (c) any government or other consents that may need to be obtained, and (d) the performance by it income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of its obligations thereunder, have been duly authorized by all requisite corporate action the Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any provision of law, any order of any court applicable securities or other agency laws of governmentthe Purchaser’s jurisdiction. (gt) If the Purchaser is not a United States person (as described in Section 3.2(s) above), the Purchaser represents that it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case provided notice that it is not a United States person to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally)Company.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the date hereof and as of the Closing: (a) it is an "accredited investor" within the meaning of Rule 501 under Such 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (b) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the Unitsenforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it has sufficient knowledge was, and experience as of the date hereof it is, and on the date on which it exercises any Warrants, it will be (i) either: (A) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9) or (a)(12) under the Securities Act, or (B) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, (ii) an Institutional Account as defined in Financial Industry Regulatory Authority Rule 4512(c), and (iii) a sophisticated institutional investor, experienced in investing in companies similar private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including such Purchaser’s participation in the Company in terms transactions contemplated by this Agreement. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Company's stage of development so as to be able to evaluate the risks Securities and merits of its investment participation in the Company transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. Such Purchaser is able financially to bear the substantial risks thereof;associated with its purchase of the Securities, including but not limited to loss of its entire investment therein. (c) Such Purchaser has (i) received, reviewed and understood the offering materials made available to it has in connection with the transactions contemplated by this Agreement, (ii) had an the opportunity to discuss ask questions of and receive answers from the Company directly and (iii) conducted and completed its own independent due diligence with respect to the transactions contemplated by this Agreement. Based on such information as such Purchaser has deemed appropriate and without reliance upon the Placement Agent, such Purchaser has independently made its own analysis and decision to purchase the Securities. Except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the transactions contemplated by this Agreement, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company's , including but not limited to all business, management legal, regulatory, accounting, credit and financial affairs with the Company's management; andtax matters. (d) Such Purchaser is acquiring its entire beneficial ownership interest in the Units being purchased by it are being acquired Securities, and upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account for the purpose of investment purposes only and not with a view to or for sale in connection with any distribution thereofof the Securities in any manner that would violate the securities laws of the United States or any other jurisdiction. Such Purchaser understands that the Securities have not been registered under the securities laws of the United States or any other jurisdiction and that the Securities may not be resold or transferred in the United States or otherwise except in compliance with applicable law and the restrictions on transfer set forth in the Transaction Documents. (e) if Such 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 such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements 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 Securities. Such Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a corporation duly incorporated or a limited partnership, it is duly formed, as the case may be, validly existing and in good standing transaction registered under the laws of its state of incorporation Securities Act or formation and unless an exemption from such registration 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 the power and authority to execute, deliver and perform this Agreementavailable. (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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the date hereof and as of the Closing: (a) it is an "accredited investor" within the meaning of Rule 501 under Such 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (b) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the Unitsenforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it has sufficient knowledge was, and experience as of the date hereof it is, and on the date on which it exercises any Warrants or Pre-Funded Warrants, it will be (i) either: (A) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9) or (a)(12) under the Securities Act, or (B) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, (ii) an Institutional Account as defined in Financial Industry Regulatory Authority Rule 4512(c), and (iii) a sophisticated institutional investor, experienced in investing in companies similar private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including such Purchaser’s participation in the Company in terms transactions 16. contemplated by this Agreement. Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Company's stage of development so as to be able to evaluate the risks Securities and merits of its investment participation in the Company transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, bylaws or other constituent document or under any law, rule, regulation, agreement or other obligation by which it is bound and (v) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. Such Purchaser is able financially to bear the substantial risks thereof;associated with its purchase of the Securities, including but not limited to loss of its entire investment therein. (c) Such Purchaser has (i) received, reviewed and understood the offering materials made available to it has in connection with the transactions contemplated by this Agreement, (ii) had an the opportunity to discuss ask questions of and receive answers from the Company directly and (iii) conducted and completed its own independent due diligence with respect to the transactions contemplated by this Agreement. Based on such information as such Purchaser has deemed appropriate and without reliance upon the Placement Agent, such Purchaser has independently made its own analysis and decision to purchase the Securities. Except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the transactions contemplated by this Agreement, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company's , including but not limited to all business, management legal, regulatory, accounting, credit and financial affairs with the Company's management; andtax matters. (d) Such Purchaser is acquiring its entire beneficial ownership interest in the Units being purchased by it are being acquired Securities, and upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise of the Warrants, for its own account for the purpose of investment purposes only and not with a view to or for sale in connection with any distribution thereofof the Securities in any manner that would violate the securities laws of the United States or any other jurisdiction. Such Purchaser understands that the Securities have not been registered under the securities laws of the United States or any other jurisdiction and that the Securities may not be resold or transferred in the United States or otherwise except in compliance with applicable law and the restrictions on transfer set forth in the Transaction Documents. (e) if Such 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 such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements 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 Securities. Such Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a corporation duly incorporated or a limited partnership, it is duly formed, as the case may be, validly existing and in good standing transaction registered under the laws Securities Act or unless an exemption from such registration is available. (f) Dispositions. (i) Such Purchaser will not, prior to the effectiveness of the Registration Statement (as defined below), if then prohibited by law or regulation other than pursuant to an available exemption under the Securities Act, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to the Securities. (ii) As of the Closing Date, such Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any purchases or sales of the Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) since the time that such Purchaser was first contacted by the Company, the Placement Agent or any other person regarding the transactions contemplated hereby. Such 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. (g) Such Purchaser has independently evaluated the merits of its state of incorporation decision to purchase Securities pursuant to this Agreement. Such Purchaser understands that nothing in this Agreement or formation any other materials presented to such Purchaser in connection with the purchase 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 sale of the business transacted by it Securities constitutes legal, tax or investment advice. (h) Such Purchaser will hold in confidence all information concerning this Agreement and the character sale and issuance of the properties owned or leased by it requires such licensing or qualification; it Securities until the Company has made a public announcement concerning this Agreement and the power sale and authority to executeissuance of the Securities, deliver and perform which shall be made not later than 9:30 am New York City time on the Trading Day immediately after the signing of this Agreement. (fi) the execution and delivery by it 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 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 governmentSecurities. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agents as of the Closing: (a) it is an "accredited investor" within Each Purchaser represents and warrants that: (i) the meaning of Rule 501 under 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement; and (ii) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring the UnitsPurchaser, enforceable against the 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 (y) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it has sufficient knowledge was, and experience as of the date hereof it is, either: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Purchaser is aware of the Company's stage ’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 purchase of development so the Securities. 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 to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks and merits of its investment investing in the Securities and (ii) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it 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 had an opportunity 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 discuss buy, purchase or otherwise acquire or take a pledge of) the Company's business, management and financial affairs Securities except in compliance with the Company's management; andSecurities Act and the rules and regulations promulgated thereunder. (d) Each Purchaser represents and acknowledges that is has not been solicited to offer to purchase or to purchase any Securities by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereofSecurities Act. (e) if Each Purchaser represents that it is not a corporation duly incorporated 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 limited partnershiptransaction 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, it is duly formedtax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as the case may bePurchaser, validly existing 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 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 good standing under making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to such Purchaser in connection with the laws 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 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 state of incorporation decision to purchase Securities pursuant to this Agreement. Purchaser understands that nothing in this Agreement or formation any other materials presented to Purchaser in connection with the purchase 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 sale of the business transacted by it Securities constitutes legal, tax or investment advice. (j) Purchaser will hold in confidence all information concerning this Agreement and the character sale and issuance of the properties owned or leased by it requires such licensing or qualification; it Securities until the Company has made a public announcement concerning this Agreement and the power sale and authority to executeissuance of the Securities, deliver and perform 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. (fk) the execution and delivery by it 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 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 governmentSecurities. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the date of this Agreement and as of the Closing Date, as follows: (ai) it is an "accredited investor" within Such 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 meaning Purchased Securities and to carry out and perform all of Rule 501 its obligations under this Agreement and (ii) this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (A) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the specific purpose enforcement of acquiring the Unitscreditors’ rights generally and (B) as limited by equitable principles generally. (b) it has sufficient knowledge Such Purchaser is either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, and experience in investing in companies similar to the Company in terms is an “institutional account” as defined by FINRA Rule 4512(c). Such Purchaser is aware of the Company's stage ’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 Purchased Securities. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so the Purchased Securities. Such Purchaser acknowledges that it has had the opportunity to review the Company’s filings with the Commission and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Securities and the merits and risks and merits of its investment investing in the Purchased Securities and (B) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it Such Purchaser is purchasing the Purchased Securities 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.) in violation of the Securities Act. Such Purchaser understands that its acquisition of the Purchased Securities has had an opportunity 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 such Purchaser’s investment intent as expressed herein. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to discuss buy, purchase or otherwise acquire or take a pledge of) the Company's business, management and financial affairs Purchased Securities except in compliance with the Company's management; andSecurities Act and the rules and regulations promulgated thereunder. (d) Such Purchaser represents and acknowledges that it has not been solicited to offer to purchase or to purchase any Purchased Securities by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereofSecurities Act. (e) if No broker, finder or other financial consultant has acted on behalf of such Purchaser in connection with this Agreement or the transactions contemplated hereby (including the purchase of, any offer to purchase, or any solicitation of any offer to sell, Purchased Securities to such Purchaser pursuant to this Agreement) in such a way as to create any liability on the Company. (f) Such Purchaser understands that the Purchased Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal 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, acknowledgements 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 Purchased Securities. Such Purchaser further acknowledges and understands that the Purchased Securities may not be resold or otherwise transferred except in a corporation duly incorporated transaction registered under the Securities Act or a limited partnershipunless an exemption from such registration is available. (g) Such Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Purchased Securities constitutes legal, it is duly formedtax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors and made such investigations as such Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Purchased Securities. Such Purchaser understands that the Placement Agent have acted solely as the case may beagents of the Company in this placement of the Purchased Securities and such Purchaser has not relied on the business, validly existing and in good standing under legal, tax or investment advice of the laws Placement Agent or any of its state agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of incorporation such persons has made any representations or formation and is duly licensed or qualified warranties to transact business as a foreign corporation or partnership and is such Purchaser in good standing in each jurisdiction in which connection with the nature transactions contemplated herein. (h) As of the business transacted by it date of this Agreement, such Purchaser has not directly or the character indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any purchases or sales of the properties owned Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) since the time that such Purchaser was first contacted by the Company, the Placement Agent or leased any other person regarding the transactions contemplated hereby. Such 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 it requires such licensing or qualification; it this Agreement are publicly disclosed. (i) Such Purchaser will hold in confidence all information concerning this Agreement and the sale and issuance of the Purchased Securities until the Company has made a public announcement concerning this Agreement and the power sale and authority to executeissuance of the Purchased Securities, deliver and perform which shall be made not later than 9:00 am (Boston Time) time on the first Trading Day immediately after the signing of this Agreement. (fj) the execution and delivery by it Purchaser understands that no U.S. federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement 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 governmentPurchased Securities. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company thatas follows: (a) it is an "accredited investor" within Such 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 meaning Shares and to carry out and perform all of Rule 501 its obligations under this Agreement; and (b) this Agreement constitutes the Securities Act legal, valid and was not organized for binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the specific purpose enforcement of acquiring the Unitscreditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Shares, it has sufficient knowledge and experience was: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Such Purchaser is aware of the Company's stage ’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 Shares. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so the Shares. Such 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 to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks and merits of its investment investing in the Shares and (ii) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it Such Purchaser is purchasing the Shares for its own account and has had an opportunity no arrangement or understanding with any other persons to discuss distribute or regarding the Company's distribution of such Shares (this representation and warranty not limiting such Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its 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 Such Purchaser understands that nothing in this Agreement or any other materials presented to or for sale such Purchaser in connection with any distribution thereof. (e) if the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors and made such investigations as such Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. Such Purchaser hereby acknowledges and agrees that it is a corporation duly incorporated or a limited partnership, it is duly formed, as has independently evaluated the case may be, validly existing and in good standing under the laws merits of its state of incorporation or formation and is duly licensed or qualified decision to transact business as a foreign corporation or partnership and is in good standing in each jurisdiction in which purchase 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 the power and authority to execute, deliver and perform this AgreementShares. (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 its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. SECTION 3.01 REPRESENTATIONS. Each Purchaser severally represents Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company thatand the Placement Agent as of the Initial Closing and the Second Closing, as applicable: (a) it is an "accredited investor" within the meaning of Rule 501 under (i) Such 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 Act and was not organized for to carry out and perform all of its obligations under this Agreement and (ii) this Agreement constitutes the specific purpose legal, valid and binding obligation of acquiring such Purchaser, enforceable against such Purchaser in accordance with its terms, except (A) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the Unitsenforcement of creditors’ rights generally and (B) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it has sufficient knowledge and experience was, and, with respect to each Initial Closing Purchaser, as of the Original Effective Date, it was, and, with respect to each Second Closing Purchaser, as of the Effective Date, it is, either: (i) an “accredited investor” as defined in investing Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in companies similar to Rule 144A(a) under the Company in terms Securities Act. Such Purchaser is aware of the Company's stage ’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. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of development so the Securities. Such Purchaser acknowledges that it has had the opportunity to review the Company’s filings with the Commission and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to be able to evaluate receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks and merits of its investment investing in the Securities and (B) the opportunity to obtain such additional information that the Company and it possesses or can acquire without unreasonable effort or expense that is able financially necessary to bear make an informed investment decision with respect to the risks thereof;investment. (c) it Such Purchaser is purchasing the Securities 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.) in violation of the Securities Act. Such Purchaser understands that its acquisition of the Securities has had an opportunity 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 such Purchaser’s investment intent as expressed herein. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to discuss buy, purchase or otherwise acquire or take a pledge of) the Company's business, management and financial affairs Securities except in compliance with the Company's management; andSecurities Act and the rules and regulations promulgated thereunder. (d) Such Purchaser represents and acknowledges that is has not been solicited to offer to purchase or to purchase any Securities by means of any general solicitation or advertising within the Units being purchased by it are being acquired for its own account for meaning of Regulation D under the purpose of investment and not with a view to or for sale in connection with any distribution thereofSecurities Act. (e) if Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal 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, acknowledgements 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 Securities. Such Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a corporation duly incorporated transaction registered under the Securities Act or a limited partnershipunless an exemption from such registration is available. (f) Such 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, it is duly formedtax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors and made such investigations as such Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent have acted solely as the case may beagents of the Company in this placement of the Securities and such Purchaser has not relied on the business, validly existing and in good standing under legal, tax or investment advice of the laws Placement Agent or any of its state agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of incorporation such persons has made any representations or formation and is duly licensed or qualified warranties to transact business as a foreign corporation or partnership and is such Purchaser in good standing in each jurisdiction in which connection with the nature transactions contemplated herein. (g) As of the business transacted by it Initial Closing Date, such Purchaser has not directly or the character indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any purchases or sales of the properties owned Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) since the time that such Purchaser was first contacted by the Company, the Placement Agent or leased any other person regarding the transactions contemplated hereby. Such 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 it requires this Agreement are publicly disclosed. (h) Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to this Agreement. Such Purchaser understands that nothing in this Agreement or any other materials presented to such licensing Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or qualification; it investment advice. (i) Such Purchaser will hold in confidence all information concerning this Agreement and the sale and issuance of the Securities until the Company has made a public announcement concerning this Agreement and the power sale and authority to executeissuance of the Securities, deliver and perform 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. (fj) the execution and delivery by it Purchaser understands that no U.S. federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement 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 governmentSecurities. (g) it has duly executed and delivered each of the Transaction Documents, and each such document constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject in each case to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally).