Common use of Restricted Securities Clause in Contracts

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) The Purchaser understands and acknowledges that the certificates or other instruments representing the Shares will Securities, except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933, AS AMENDED, OR (iiB) THE SECURITIES ARE AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that Company shall issue a certificate without such securities must be held indefinitely unless they are subsequently registered under legend to the holder of the Securities Act upon which it is stamped or an exemption from issue to such registration is available. Purchaser is aware of holder by electronic delivery at the provisions of Rule 144 promulgated applicable balance account at DTC (as defined below), unless otherwise required by state securities laws, when (i) such Securities are registered for resale under the Securities Act, which permits limited resale (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of restricted securities subject counsel, in a generally acceptable form, to the satisfaction of certain conditions and effect that such Rule is not now available andsale, in the future, may not become available for resale of any assignment or transfer of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Notes may be made without registration under the applicable requirements of the Securities Act., or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

Restricted Securities. (i) The Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and understands that the Shares are being offered and sold pursuant to Section 4(a)(2) it in reliance upon specific exemptions from the registration requirements of the Securities Act and/or Rule 506 of Regulation D thereunder, and state securities laws and that the CompanyCompany is relying upon the truth and accuracy of, and the Purchaser’s reliance upon Section 4(a)(2) and/or Rule 506 compliance with, the representations, warranties, agreements, acknowledgments and understandings of Regulation D is predicated the Purchaser set forth herein in part on order to determine the availability of such exemptions and the eligibility of the Purchaser representations to acquire the Shares. The Purchaser understands that, until such time as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of a Registration Statement has been declared effective or the Shares may be resold in the absence of an effective registration thereof sold pursuant to Rule 144 under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory without any restriction as to the Companynumber of securities as of a particular date that can then be immediately sold, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing evidencing the Shares will bear a restrictive legend in substantially the following legendform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE THE SECURITIES LAWS OF ANY STATE LAW, AND NO INTEREST THEREIN OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) The Purchaser acknowledges understands that an no federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that nor have such securities must be held indefinitely unless they are subsequently registered under authorities passed upon or endorsed the Securities Act or an exemption from such registration is available. Purchaser is aware merits of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any offering of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares Securities are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the CompanyBorrower’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the CompanyBorrower, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares Securities for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Notes, Conversion Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION THE BORROWER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE BORROWER OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSTRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. Each Purchaser understands and acknowledges that the Borrower was once a “shell” company and accordingly, if it becomes delinquent in filing its Exchange Act reports, any Conversion Shares and Warrant Shares will become illiquid until such time as the Company becomes current in its Exchange Act reports. 4.4.5 The representations made by each Purchaser on the Questionnaire and Signature Page are true and correct.

Restricted Securities. (i) 4.5.1 Purchaser has been advised that none of the Shares have not been registered under the Securities 1933 Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities 1933 Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act1933 Act (“Rule 144”). None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities 1933 Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) 4.5.2 Purchaser represents that Purchaser it is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities 1933 Act, in a manner which would require registration under the Securities 1933 Act or any state securities laws. (iii) 4.5.3 Purchaser understands and acknowledges that the certificates representing the Shares will Shares, when issued, may bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.5.4 Purchaser acknowledges that an investment in the Shares is not liquid and is the Shares are transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities 1933 Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act144, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. . 4.5.5 Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities 1933 Act. The representations made by Purchaser on the Purchaser Signature Page are true and correct.

Restricted Securities. (ia) Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein which are partially dependent on the information provided by Purchasers’ investors. Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iib) Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiic) Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (ivd) Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none Except for possible permitted transfers subject to the terms of the Shares have been registered under Partnership Agreement, the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Preferred Unit Purchaser is acquiring the Shares Purchased Preferred Units for Purchaser’s its own account, and not as nominee or agent, for the purpose of investment purposes only and not with a view to, or for sale in connection with, a distributionany distribution thereof in violation of applicable securities Laws. The Preferred Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as that term is used in Section 2(11) to be capable of evaluating the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands merits and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an risks of its proposed investment in the Shares is not liquid Purchased Preferred Units and is transferable only under limited conditionscapable of bearing the economic risk of such investment. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. The Preferred Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Preferred Unit Purchaser acknowledges and understands that its acquisition of the Purchased Preferred Units has not been registered under the Securities Act in each case in reliance on an exemption therefrom and that the Partnership is relying upon the truth and accuracy of the Preferred Unit Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Preferred Unit Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Preferred Unit Purchaser to acquire the Purchased Preferred Units and the Purchased Preferred Units will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. The Preferred Unit Purchaser further acknowledge and understand that (x) the Purchased Preferred Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and (y) when issued at the Closing, the Purchased Preferred Units will bear a legend substantially as set forth below: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale, pledged or hypothecated except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has receive documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Restricted Securities. Investor understands that the Units, Common Shares, Warrants and Warrant Shares (icollectively the “Securities”) Purchaser has been advised that none of the Shares are each “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Units, Common Shares, Warrants and Warrant Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN ) NOR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, DISTRIBUTEDOFFERED FOR SALE, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACT.” (iv) Purchaser ” The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the effective date of a registration statement registering the re-sale of the Common Shares and the Warrant Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, the Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Common Shares or Warrant Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. The Holder, by acquiring this Warrant, hereby covenants and agrees that: (ia) Purchaser has been advised the Holder will not offer for sale or sell this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant unless pursuant to: i. an effective registration statement under the Securities Act ("Registration Statement") filed by the Company covering such offer and sale; or ii. an exemption from registration under the Securities Act; provided that none prior to any such proposed transfer, the Holder shall give five (5) days' written notice to the Company of the Shares Holder's intentions to affect such transfer, which notice shall be accompanied by such evidence (including the provision of an opinion of counsel (which counsel and opinion (in form scope, and substance) shall be reasonably acceptable to the Corporation) that such registration is not required as to such sale or offer as may be (b) The certificates representing the shares of Common Stock issued upon exercise hereof, unless the same are registered under the Securities Act prior to exercise of this Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable the securities laws of any state. The shares of common stock have been acquired for investment and that the Shares are being offered not with a view to distribution or resale, and sold may not be sold, assigned, made subject to a security interest, pledged, hypothecated, or otherwise transferred except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in or pursuant to an exemption therefrom if the Company receives an opinion of counsel (which counsel and opinion (in form, scope and substance, shall be reasonably satisfactory acceptable to the Company, an applicable exemption from Corporation) that such registration is availablenot required as to such sale or offer." (iic) Purchaser represents that Purchaser is acquiring Any offer or sale of this Warrant or the Shares for Purchaser’s own account, shares of Common Stock issued upon exercise hereof shall be made in accordance with the federal and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) state securities laws of applicable jurisdictions (including the prospectus delivery requirements of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand any other applicable law.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised understands that none the Units, including the shares of Common Stock and Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Shares underlying Warrants, have not been registered under the Securities Act or any other applicable state securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) law by reason of the Securities Act and/or Rule 506 of Regulation D thereundera specific exemption therefrom, and that the CompanySeller is relying on the truth and accuracy of, and the Purchaser’s reliance upon Section 4(a)(2) and/or Rule 506 compliance with, the representations and warranties and agreements of Regulation D is predicated in part on the Purchaser set forth herein to determine the availability of such exemptions and the eligibility of the Purchaser representations to acquire the Units, including, but not limited to, the bona fide nature of the Purchaser’s investment intent as contained expressed herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser he is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501 (a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, Purchaser acknowledges that such Units, the shares of Common Stock and Warrants included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore Purchaser further acknowledges and understands that the Securities must be held indefinitely and may not be offered, sold, transferred, pledged or otherwise disposed of unless registered under the Securities Act and, if applicable, the securities laws of any applicable state or other jurisdiction or in the absence of such registration upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required and Purchaser understands the certificates representing the Securities will contain a legend in respect of such restrictions. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares Securities purchased hereunder, including the Conversion Shares, are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act or any other applicable securities laws Act, and that the Shares are being offered and sold pursuant to Section 4(a)(2) none of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will can be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof sold or transferred unless they are first registered under the Securities Act and applicable such state and other securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, as may be applicable or an applicable exemption from registration under the Securities Act is available. available (ii) Purchaser represents and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities Act, New Note and the Conversion Shares will bear a restrictive legend in a manner which would require registration form as set forth below and hereby consents to the transfer agent for the Company’s Common Stock making a notation on its records to implement the restrictions on transfer described herein. Holder further understands that except as provided in the Transaction Documents: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently registered thereunder; (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) except as set forth in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act, which permits limited resale of restricted Act or any state securities subject laws or to comply with the satisfaction of certain terms and conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actexemption thereunder.

Restricted Securities. (i) The Purchaser has been advised understands that none the Shares are restricted securities within the meaning of the Shares Securities Act, have not been registered under the Securities Act or any other applicable state securities laws and that the Shares are being offered and may not be transferred or sold except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such an effective registration statement or an available exemption therefrom. The Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant agrees to the Securities Act. None imprinting, so long as is required by this Section 3.2 (f), of a legend on any of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendform: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EFFECT, THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT SUBSTANCE OF THE COMPANY WHICH SHALL BE REQUIRED REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR TRANSFERSOTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Shares have been Purchased Securities and any securities received upon exercise or conversion thereof are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Purchased Securities and any securities received upon exercise or conversion thereof may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser acknowledges that the Purchased Securities and any securities received upon exercise or conversion thereof must be held indefinitely unless subsequently registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, or an applicable exemption from such registration is available. (ii) . The Purchaser represents acknowledges that Purchaser is acquiring each certificate representing the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Purchased Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will issuable upon exercise or conversion thereof shall bear a legend substantially in the following legendform: “THE SECURITIES EVIDENCED SECURITY REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. The foregoing legend shall be removed from the certificates representing any Purchased Securities, AS AMENDED (THE “ACT”)at the request of the holder thereof, OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS at such time as (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (iithey become eligible for resale pursuant to an effective registration statement or Rule 144(k) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or (ii) the Company shall have received an exemption from such registration is available. Purchaser is aware opinion of counsel or other evidence reasonably acceptable to the Company to the effect that any transfer of the provisions of Rule 144 promulgated under Purchased Securities represented by such certificates or the securities issued upon conversion or exercise thereof will not violate the Securities Act, which permits limited resale of restricted Act and applicable state securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actlaws.

Restricted Securities. The Purchaser understands that the Shares are being issued only in a transaction not involving any public offering in the United States within the meaning of the Securities Act of 1933, as amended (i) Purchaser has been advised that none of the “Securities Act”), the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderlaw, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by within the meaning of Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory that (A) prior to the Company, an expiration of the holding period applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) to sales of restricted securities pursuant to Rule 144 under the Securities Act, the Shares may be offered, resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction (i) (a) in a manner which would require transaction meeting the requirements of Rule 144 under the Securities Act, (b) outside the U.S. to a foreign purchaser in a transaction meeting the requirements of Regulation S or (c) pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act and state securities laws, (ii) to Bally or (iii) pursuant to an effective registration statement under the Securities Act or and (B) the Purchaser will notify any state securities laws. subsequent purchaser from it of the resale restrictions set forth in (iiiA) above, if then applicable. The Purchaser understands and acknowledges agrees that the certificates representing the Shares will shall bear a restrictive legend in substantially the following legendform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE WERE ACQUIRED IN A TRANSACTION THAT WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWUNDER THE SECURITIES LAWS OF ANY STATE, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OR AN APPLICABLE EXEMPTION THEREFROM TO THE REGISTRATION REQUIREMENTS OF SUCH TRANSACTION INVOLVING SAID SECURITIES ACT OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSLAWS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and The Holder understands that the Warrant Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” under the federal securities laws inasmuch as defined by Rule 144 promulgated pursuant to they are being acquired from the Securities Act. None of the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Warrant Shares may be resold in the absence of an effective without registration thereof under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, and applicable state securities laws unless, in understands the opinion resale limitations imposed thereby and by the Act. The Holder must bear the economic risk of counsel reasonably satisfactory this investment indefinitely unless the Warrant Shares are registered pursuant to the CompanyAct, or an applicable exemption from registration is available. . The Holder understands that the Company has no present intention of registering the Warrant Shares. The Holder also understands that there is no assurance that any exemption from registration under the Act will be available and that, even if available, such exemption may not allow the Holder to transfer all or any portion of the Warrant Shares under the circumstances, in the amounts or at the times the Holder might propose. HOLDER By: Name: Title: Date: THIS THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated this [ · ] day of April, 2013, is entered into by and among (i) Radius Health, Inc., a Delaware corporation (the “Corporation”), (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) those holders of shares of the Securities ActCorporation’s Common Stock, in a manner which would require registration under par value $.0001 per share (“Common Stock”), listed on Schedule 1 hereto (hereinafter referred to collectively as the Securities Act or any state securities laws. “Common Stockholders”), (iii) Purchaser understands and acknowledges that those holders of shares of the certificates representing the Shares will bear substantially the following legend: Corporation’s Series B Convertible Preferred Stock, par value $.0001 per share (“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTSeries B Preferred Stock”), OR APPLICABLE STATE LAWlisted on Schedule 2 hereto (hereinafter referred to collectively as the “Series B Stockholders”), AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware those holders of shares of the provisions Corporation’s Series A-1 Convertible Preferred Stock, par value $.0001 per share (“Series A-1 Preferred Stock”), listed on Schedule 3 hereto (hereinafter referred to collectively as the “Series A-1 Stockholders”), (iv) those holders of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any shares of the Shares. Purchaser is an Corporation’s Series A-2 Convertible Preferred Stock, par value $.0001 per share (“accredited investor” Series A-2 Preferred Stock”), listed on Schedule 4 hereto (hereinafter referred to collectively as defined in Rule 501 the “Series A-2 Stockholders”), (v) those holders of the Securities Actshares of the Corporation’s Series A-3 Convertible Preferred Stock, par value $.0001 per share (“Series A-3 Preferred Stock”), listed on Schedule 5 hereto (hereinafter referred to collectively as the “Series A-3 Stockholders”), (vi) those holders of shares of the Corporation’s Series A-4 Convertible Preferred Stock, par value $.0001 per share (“Series A-4 Preferred Stock”), listed on Schedule 6 hereto (hereinafter referred to collectively as the “Series A-4 Stockholders”), (vii) that certain holder of shares of the Corporation’s Series A-5 Convertible Preferred Stock, par value $.0001 per share (“Series A-5 Preferred Stock”), listed on Schedule 7 hereto (hereinafter referred to as the “Series A-5 Stockholder”) and (viii) any person or entity that becomes a party hereto pursuant to Section 17 hereof or otherwise (the “Additional Stockholders”).

Restricted Securities. (ia) Purchaser has been advised Such Noteholder understands and agrees that none of the Shares Amended Notes and the New Warrants will constitute “restricted securities” under the Securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, consequently, the Notes may not be resold without first being registered under the Securities Laws, except in certain limited circumstances. Specifically, such Noteholder is familiar with SEC Rule 144 and understands, and agrees to comply with, the resale limitations imposed thereby and by the Securities Laws generally. (b) Each Noteholder understands and agrees that the certificates issued to such Noteholder representing the Amended Notes and the New Warrants will bear the following legend: “These securities have not been registered under the Securities Act of 1933 (the “Act”) or under any other applicable state securities laws and that the Shares are being offered have been issued and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s in reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that an exemption from registration under the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares These securities may not be resold sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in the or an opinion of counsel counsel, satisfactory to the issuer of these securities, to the effect that such a registration statement is unnecessary in respect of a particular sale, offer, pledge, hypothecation or other transfer.” The foregoing legend will be removed from a certificate at the request of such Noteholder (or the request of any person to whom any such Noteholder has transferred shares in conformity with this Agreement) in connection with the proposed transfer of Amended Notes or New Warrants only upon either the effectiveness of such a registration statement or receipt by the Company of an opinion of counsel, reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that is unnecessary in respect of the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933proposed transfer, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered reliance upon SEC Rule 144 under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule legend is not now available and, in required by law to appear on the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actcertificate.

Restricted Securities. Investor understands that the Units, Common Shares, Warrants and Warrant Shares (icollectively the “Securities”) Purchaser has been advised that none of the Shares are each “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Units, Common Shares, Warrants and Warrant Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED, ASSIGNEDDIRECTLY OR INDIRECTLY, OFFEREDIN THE UNITED STATES, PLEDGED ITS TERRITORIES, POSSESSIONS, OR OTHERWISE TRANSFERRED UNLESS AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE (1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, IN THE ABSENCE OF (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM FROM UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. ANY SALES, TRANSFERS OR OTHER DISTRIBUTIONS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING MUST BE MADE IN ACCORDANCE WITH THE FOREGOING, NO NOTICE TO OR CONSENT PROVISIONS OF REGULATION S OF THE ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY SHALL BE REQUIRED OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER OR OTHER DISTRIBUTION OF ANY INTEREST IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” (iv) Purchaser " The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Shares “against the box” prior to the effective date of a registration statement registering the re-sale of the Units, Common Shares, Warrants and Warrant Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, without limiting the restrictions set forth herein, Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Units, Common Shares. Purchaser is an “accredited investor” as defined in Rule 501 , Warrants and Warrant Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. The Holder, by acquiring this Warrant, hereby covenants and agrees that: (ia) Purchaser has been advised the Holder will not offer for sale or sell this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant unless pursuant to: i. an effective registration statement under the Securities Act ("Registration Statement") filed by the Company covering such offer and sale; or ii. an exemption from registration under the Securities Act; provided that none prior to any such proposed transfer, the Holder shall give five (5) days' written notice to the Company of the Shares Holder's intentions to affect such transfer, which notice shall be accompanied by such evidence (including the provision of an opinion of counsel (which counsel and opinion (in form scope, and substance) shall be reasonably acceptable to the Corporation) that such registration is not required as to such sale or offer as may be reasonably satisfactory to the Company that the proposed transfer may be effected without registration under the Securities Act. (b) The certificates representing the shares of Common Stock issued upon exercise hereof, unless the same are registered under the Securities Act prior to exercise of this Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable the securities laws of any state. The shares of common stock have been acquired for investment and that the Shares are being offered not with a view to distribution or resale, and sold may not be sold, assigned, made subject to a security interest, pledged, hypothecated, or otherwise transferred except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in or pursuant to an exemption therefrom if the Company receives an opinion of counsel (which counsel and opinion (in form, scope and substance, shall be reasonably satisfactory acceptable to the Company, an applicable exemption from Corporation) that such registration is availablenot required as to such sale or offer." (iic) Purchaser represents that Purchaser is acquiring Any offer or sale of this Warrant or the Shares for Purchaser’s own account, shares of Common Stock issued upon exercise hereof shall be made in accordance with the federal and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) state securities laws of applicable jurisdictions (including the prospectus delivery requirements of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand any other applicable law.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised understands and acknowledges that none resales of the Shares have not been registered under the Securities Act Act, or any other applicable state securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderlaws, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to in reliance upon certain exemptions from the Securities Act. None registration requirements of the Shares may those laws, and thus cannot be resold in the absence of an effective registration thereof unless they are registered under the Securities Act and applicable state securities laws unless, in or unless the Company has first received an opinion of competent securities counsel reasonably satisfactory to the Company, that an applicable exemption from registration is available. available for such resale. With regard to the restrictions on resales of the Shares, Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, Company will issue stop transfer orders to its transfer agent in the event of attempts to improperly transfer any such securities; and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing a restrictive legend will be placed on the Shares and any security underlying or into which any of the Shares are or will bear be convertible, which legend will read substantially the following legendas follows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWLAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGFURTHERMORE, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH SALE OR TRANSFERSREGISTRATION REQUIREMENTS IS AVAILABLE.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Each Seller understands that the Shares Investor Stock are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , inasmuch as they are being acquired from the Shares may be resold Company in the absence of an effective registration thereof a transaction not involving a public offering and that under the Securities Act and applicable state regulations thereunder such securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or only in certain limited circumstances. In this connection, each Seller represents that he is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each Seller understands that the Company is under no obligation to register any state of the securities laws. (iii) Purchaser understands and acknowledges sold hereunder. The Sellers also understand that the certificates representing evidencing the Shares Investor Stock will bear substantially the following legendlegend set forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT (iI) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiIII) UPON THE SECURITIES ARE SOLD PURSUANT DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO AND/ OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSCOMPLIANCE IS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the Securities have not been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that registration is not required for such resale. Purchaser agrees that it will not resell any Securities unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration. With regard to the restrictions on resales of the Securities or any security underlying or into which the Securities are or may be convertible, Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144, (ii) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Shares Securities and any security underlying or into which any of the Securities are or will bear be convertible, which legend will read substantially the following legendas follows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF REGULATION S OR, IF APPLICABLE, RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWLAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS (i) THERE SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND APPLICABLE STATE ITS SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM COUNSEL, THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSIS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised The Holder understands that none of neither the Warrant nor the Warrant Shares have been are registered under the Securities 1933 Act, as amended, and the Company has not made any undertaking to register either the Warrant or the Warrant Shares under the 1933 Act or any other applicable securities laws and except as hereinafter expressly provided. The Holder represents that the Shares are Warrant is being offered acquired by it and sold pursuant that, if at the time of Warrant exercise there is no effective registration statement, the Warrant may only be exercised to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderextent an exemption from registration under federal and applicable state law exists for such exercise, and that in such event the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Warrant Shares will be issued as “restricted securities” as defined acquired by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, it for investment purposes only and not with a view to, or all certificates for sale in connection with, a distribution, as that term is used in Section 2(11) the shares issued upon exercise of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares Warrant will bear substantially the following legendlegends: “NONE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 OF THE 1933 ACT, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTEDDIRECTLY OR INDIRECTLY, ASSIGNEDEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION IS AVAILABLE FOR SUCH SALE AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR LAWS. (b) The Holder represents and warrants to the Company: (i) An investment in the Company constitutes a high degree of risk, and there can be no assurance that the Holder will receive any portion of its investment returned to it at any time. By executing this understanding, the Holder acknowledges that it understands the risks involved and it is willing and able to withstand the possible complete loss of the Holder’s investment; (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSThe Holder understands that the future conduct of the Company’s business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in this Warrant Agreement or in any other information given to the Holder; (iii) The Holder acknowledges that it has received and reviewed such information regarding the Company, its management, its assets, financial condition, and operations, as the Holder has deemed necessary or appropriate for the purposes of considering the exercise of this Warrant. NOTWITHSTANDING THE FOREGOINGSpecifically, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand without limitation of the generality of the foregoing, the Holder acknowledges that it has reviewed the Company’s most recent reports as filed with the Securities and Exchange. Commission. The Holder further represents that it has reviewed information relating to the Company, its management, its financial statements, its assets and operations as the Holder has deemed necessary with its legal, investment, tax, and financial advisors to the extent the Holder has deemed such consultation appropriate. The Holder has also consulted with such advisors with regard to the advisability of this transaction to the extent the Holder has deemed such consultation to be appropriate. The Holder acknowledges that the Company has advised it that it recommends that the Holder obtain such advice and consultation.” (iv) Purchaser acknowledges The Holder is acquiring the securities upon exercise of the Warrant for its own account and not on behalf of any other person or entity. The securities are being acquired for investment purposes and not for resale or distribution; the Holder understands that an investment there are severe limitations on its ability to resell the Warrant Shares, and that these limitations are established in part in federal and applicable state laws regulating the offer and sale of securities. The Holder understands that neither the Company nor any other person has any obligation to redeem or repurchase the Warrant Shares at any time. The Holder’s present financial condition is such that it is unlikely that it would be necessary for the Holder to dispose of the Warrant Shares in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges foreseeable future. (v) The Holder represents that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware no part of the provisions funds that the Holder used to exercise the Warrant will have been directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulation including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of Rule 144 promulgated under 2001 (USA Patriot Act) and regulations of the Securities Act, which permits limited resale U.S. Department of restricted securities subject to the satisfaction Treasury’s Office of certain conditions Foreign Assets Control (OFAC). The Holder represents that it and that such Rule is its affiliates are not now available and, in the future, may not become available acting directly or indirectly for resale or on behalf of any person, group, entity, or nation named by any Executive Order of the SharesU.S. as a terrorist, Specially Designated National and Blocked Person (SDN) or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC. Purchaser is an “accredited investor” as defined The Holder further represents that it and its affiliates also are not engaged in Rule 501 this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of the Securities Actany SDN.

Restricted Securities. (i) Purchaser has been advised All securities transferred pursuant to this Agreement are Restricted Securities (as defined below in subparagraph 4(a)(iii) below) that none are transferable pursuant to (A) public offerings registered under the Securities Act, (B) Rule 144 of the Shares Securities and Exchange Commission (or any similar rule then in force) if such rule is available and (C) subject to the conditions specified in subparagraph 4(a)(ii) below, any other legally available means of transfer. (ii) In connection with the transfer of any Restricted Securities (other than a transfer described in subparagraph 4(a)(i)(A) or (B) above), the holder thereof will deliver written notice to the Company describing the transfer or proposed transfer, and, if requested by the Company, will also deliver an opinion (reasonably satisfactory to the Company) of counsel that (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Restricted Securities may be transferred without registration of such Restricted Securities under the Securities Act. (iii) For the purposes of this Agreement, "Restricted Securities" means the Shares, and any securities issued with respect thereto by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities will cease to be Restricted Securities when they have (A) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (B) become eligible for sale and have actually been sold to the public pursuant to Rule 144 (or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2similar provision then in force) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of Whenever any particular securities cease to be Restricted Securities, the Shares may holder thereof will be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory entitled to receive from the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountwithout expense, and new certificates therefor not as nominee or agent, for investment purposes only and not with bearing a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Securities Act legend of the Securities Act, character set forth in a manner which would require registration under the Securities Act or any state securities lawsparagraph 5(a). (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Each Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and understands that the Shares are being offered Notes and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares Warrants will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under U.S. federal securities laws inasmuch as, if issued, they will be acquired from the Securities Act. None of Company in a transaction not involving a public offering and that, under U.S. federal securities laws and applicable regulations, the Shares Notes and Warrants may be resold in the absence of an effective without registration thereof under the Securities Act and applicable state securities laws unless, only in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) certain limited circumstances. Such Purchaser represents acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities Act, will bear a restrictive legend in a manner which would require registration form as set forth on the form of Note or Warrant annexed hereto and as set forth in Section 4.3 of this Agreement. Such Purchaser understands that except as provided in the Transaction Agreements: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely and may not be offered for sale, sold, assigned or transferred unless they are (A) subsequently registered thereunder, (B) such Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities ActAct or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Further, which permits limited resale the Company may place a stop transfer order on its transfer books against the Warrant Shares if such is required in the reasonable opinion of restricted securities subject counsel to the satisfaction Company pursuant to applicable securities laws. Subject to the restrictions in the Warrant, such stop order will be removed, and further transfer of certain conditions and such shares of Common Stock will be permitted, upon an effective registration of the Warrant Shares or the receipt by the Company of an opinion of counsel satisfactory to the Company that such Rule is not now available and, in the future, further transfer may not become available for resale of any of the Shares. Purchaser is be effected pursuant to an “accredited investor” as defined in Rule 501 of the Securities Actapplicable exemption from registration.

Restricted Securities. (i) Purchaser has been advised All securities transferred pursuant to this Agreement are Restricted Securities (as defined below in subparagraph 4(a)(iii) below) that none are transferable pursuant to (A) public offerings registered under the Securities Act, (B) Rule 144 of the Shares Securities and Exchange Commission (or any similar rule then in force) if such rule is available and (C) subject to the conditions specified in subparagraph 3(a)(ii) below, any other legally available means of transfer. (ii) In connection with the transfer of any Restricted Securities (other than a transfer described in subparagraph 4(i)(A) or (B) above), the holder thereof will deliver written notice to the Company describing the transfer or proposed transfer, and, if requested by the Company, will also deliver an opinion (reasonably satisfactory to the Company) of counsel that (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Restricted Securities may be transferred without registration of such Restricted Securities under the Securities Act. (iii) For the purposes of this Agreement, "Restricted Securities" means the Shares, and any securities issued with respect thereto by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities will cease to be Restricted Securities when they have (A) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (B) become eligible for sale and have actually been sold to the public pursuant to Rule 144 (or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2similar provision then in force) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of Whenever any particular securities cease to be Restricted Securities, the Shares may holder thereof will be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory entitled to receive from the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountwithout expense, and new certificates therefor not as nominee or agent, for investment purposes only and not with bearing a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Securities Act legend of the Securities Act, character set forth in a manner which would require registration under the Securities Act or any state securities lawsparagraph 5(a). (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (a) Purchaser understands and agrees that the Preferred Shares and the Conversion Shares are "restricted securities" within the meaning of Rule 144 that can and will only be resold by Purchaser pursuant to (i) Purchaser has been advised that none of the Shares have been registered an effective registration statement under the Securities Act where the prospectus delivery requirements are complied with or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2(ii) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring under the Shares for Purchaser’s own accountAct, and not as nominee or agent, for investment purposes only and not in compliance with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any applicable state securities or "blue sky" laws. (iiib) Purchaser understands that any sales by Purchaser of any of the Preferred Shares or Conversion Shares that are not made in compliance with paragraph (a) of this Section 5.7 could subject the Company and Purchaser to possible civil and criminal liability under applicably federal securities laws and applicable state securities or "blue sky" laws. (c) Purchaser (i) agrees that it will only sell the Preferred Shares and the Conversion Shares in a transaction that complies in all material respects with applicable federal and state securities laws, (ii) agrees that it will not sell or otherwise dispose of or transfer the Preferred Shares or the Conversion Shares or any interest therein in a transaction that is part of a plan or scheme to evade the registration requirements of the Securities Act and (iii) acknowledges and agrees that notwithstanding the removal from the certificates representing the Securities of the legend set forth in Section 5.5 hereof upon effectiveness of a registration statement covering the Preferred Shares will bear substantially or the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Conversion Shares, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless will remain "restricted securities" until they are subsequently registered under the Securities Act have been sold pursuant to (x) an effective registration statement or an exemption from such registration is available. (y) Rule 144, and Purchaser is aware will remain responsible for compliance with applicable federal and state securities laws in connection with any resale by Purchaser of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Preferred Shares or Conversion Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Investor understands that the Common Shares (ithe “Securities”) Purchaser has been advised that none of the Shares are “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Common Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED, ASSIGNEDDIRECTLY OR INDIRECTLY, OFFEREDIN THE UNITED STATES, PLEDGED ITS TERRITORIES, POSSESSIONS, OR OTHERWISE TRANSFERRED UNLESS AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE (1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, IN THE ABSENCE OF (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM FROM UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. ANY SALES, TRANSFERS OR OTHER DISTRIBUTIONS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING MUST BE MADE IN ACCORDANCE WITH THE FOREGOING, NO NOTICE TO OR CONSENT PROVISIONS OF REGULATION S OF THE ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY SHALL BE REQUIRED OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER OR OTHER DISTRIBUTION OF ANY INTEREST IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” (iv) Purchaser " The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Shares “against the box” prior to the effective date of a registration statement registering the re-sale of the Common Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, without limiting the restrictions set forth herein, Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Common Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. (i) The Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act, and that the Company's reliance upon Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser the Purchaser's representations as contained herein. . 4.4.1 The Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be issued sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.2 The Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 The Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.4 The Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. The Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Optionor understands that none the P13 Shares issuable pursuant to this Agreement are restricted securities and may not be sold, transferred, or otherwise disposed of the Shares have been registered without registration under the Securities Act or any other and applicable state and federal securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderor an exemption therefrom, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement covering the P13 Shares or any available exemption from registration under the Securities Act and applicable state and federal securities laws, the P13 Shares must be held indefinitely. Without limitation of the foregoing, if the Optionee elects to exercise its option to purchase Option Units, the Option Units sold to the Optionee hereunder by the Optionor has a fair value of not less than CDN$150,000 and the Optionor understands that the P13 Shares may not be resold under applicable Canadian securities laws before the date that is four (4) months plus one (1) day following the Closing Date, is aware that the certificate which it shall receive evidencing the P13 Shares will bear a legend with respect to the resale restrictions under the Lock-Up Agreement and under applicable Canadian securities laws in substantially the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE. and, understands that after the date that is four (4) months plus one (1) day following the Closing Date, but still subject to the Lock-Up Agreement and applicable U.S. securities laws, the P13 Shares may be resold under applicable Canadian securities laws in each Province and Territory of Canada, provided: (i) the trade is not a “control distribution” as defined in National Instrument 45- 102 – Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for the P13 Shares; (iii) no extraordinary commission or consideration is paid in respect of such trade; and (iv) if the selling securityholder is an “insider” or “officer” of the Optionee (as such terms are defined by applicable Canadian securities laws), the insider or officer has no reasonable grounds to believe that the Optionee is in default of applicable Canadian securities laws. Unless registered under the Securities Act and applicable state securities laws unlesslaws, the certificate representing the P13 Shares shall also bear a legend in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT: (A) TO THE ISSUER, (B) IN COMPLIANCE WITH (1) RULE 144 OR (2) RULE 144A UNDER THE SECURITIES ACT AND WITH APPLICABLE STATE SECURITIES LAWS, (C) IN CONNECTION WITH ANOTHER EXEMPTION UNDER THE SECURITIES ACT, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER, UPON THE ISSUER RECEIVING, IN THE CASE OF CLAUSES (B)(1) AND (C) ABOVE, AN OPINION OF COUNSEL FOR THE HOLDER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Notwithstanding the foregoing, if any such securities are being sold pursuant to Rule 144 under the Securities Act, the legend may be removed by delivery to the registrar and transfer agent for such securities of an opinion of counsel of recognized standing reasonably satisfactory to the Company, an Optionee or its successor company to the effect that such legend is no longer required under applicable exemption from registration is available. (ii) Purchaser represents that Purchaser requirements of the Securities Act or applicable state securities laws. The Optionor is acquiring the P13 Shares as principal for Purchaser’s its own account, and not as nominee or agent, for investment purposes only account and not with a view totoward, or for sale in connection with, a distributionany distribution thereof, as that term is used or with any present intention of distributing or selling the P13 Shares in Section 2(11) any Province or Territory of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSCanada. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser The Optionor is an “accredited investor” as defined in Rule 501 National Instrument 45-106 Prospectus Exemptions of the Canadian Securities ActAdministrators and is able to bear the economic risk of an investment in the P13 Shares. The Optionor acknowledges that the Optionee may be required to file a report with the Canadian securities regulatory authorities containing personal information about the Optionor, including his full name, address and telephone number, the number and type of securities purchased, the total purchase price paid for the securities, the date of the closing and the exemption relied upon under applicable Canadian securities laws. The Optionor also acknowledges that the Optionee may be required to file one or more reports (including but not limited to a Form 8-K) with the U.S. Securities and Exchange Commission and the Canadian Securities Exchange (“CSE”) disclosing the terms of this Agreement, including the identity of the Optionor and the exemption relied upon under applicable U.S. securities laws and may be required to file a copy of this Agreement with the U.S. Securities and Exchange Commission and on SEDAR.

Restricted Securities. Consultant acknowledges that the Common Stock and stock purchase warrants, and the shares of Common Stock issuable upon exercise thereof, (hereinafter collectively referred to as the "Securities"), being delivered pursuant to Section 1.2 of this Agreement, are being issued (i) Purchaser has been advised that none of the Shares have been registered without registration under the Securities Act of 1933, as amended (the "Act"), or any other applicable securities laws laws; no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement of an investment in the Securities, and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “are "restricted securities” " as defined by in Rule 144 promulgated pursuant under the Act; (ii) to you for your own account, for investment and not with any present intention to distribute or resell, directly or indirectly, all or any portion of the interest therein; (iii) you warrant and represent that you are financially able to bear the economic risk associated with these Securities for an indefinite period of time with no assurance of any return thereon; (iv) you warrant and represent that you have the requisite knowledge and experience in financial matters, and you have had access to all information regarding the Company and the Securities which you have requested, to enable you to evaluate the merits and risks associated with the Securities; (v) you warrant and represent that, in making your investment decision with respect to the Securities, you have reviewed the Company's latest Annual Report on form 10-K and Quarterly Report on Form 10-Q and that you have solely relied upon your own investigation of the Company and its affairs, it being understood that the Company makes no representations and warranties with respect to the Securities Act. None of or the Shares Company, it business affairs, financial condition or prospects; and (vi) acknowledge that; the Securities may not be resold sold or offered for sale in the absence of an effective registration thereof statement for the Securities under the Securities Act and applicable state securities laws unlessAct, in the or an opinion of counsel reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents Company to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser not required; the certificate(s) evidencing the Securities may be imprinted with a suitable restrictive legend substantially to such effect that the Company is aware of under no obligation to take any steps to register the Securities under the Act or otherwise cause the Securities to become freely transferable (including, without limitation, to make the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 resales of the Securities Actunder such Rule).

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares have been registered Securities it is purchasing are characterized as "restricted securities" under the Securities Act or any other applicable federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the Shares are being offered under such laws and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on applicable regulations such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require without registration under the Securities Act of 1933, as amended, or any state securities laws. successor Federal statute, and the rules and regulations of the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act thereunder, all as the same shall be in effect at the time, and the rules and regulations thereunder (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”"Securities Act"), OR APPLICABLE STATE LAWonly in certain limited circumstances. In this connection, AND NO INTEREST THEREIN MAY BE SOLDthe Holder represents that it is familiar with Rule 144, DISTRIBUTEDas presently in effect, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in adopted by the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered Commission under the Securities Act or an exemption from such registration is available("Rule 144") and understands the resale limitations imposed thereby and under the Securities Act. Purchaser is aware The Holder of this Warrant Certificate, and any holder and transferee of any Securities, by acceptance thereof, agrees that no public distribution of Securities will be made in violation of the provisions of Rule 144 promulgated under the Securities Act. Further, which permits limited resale of restricted securities the Holder understands that the Securities it is purchasing are subject to Bermuda Monetary Authority permissions and must be issued and transferred in compliance with the satisfaction conditions attached to such permissions. The Holder of certain conditions this Warrant Certificate, and that such Rule is not now available and, in the future, may not become available for resale any holder and transferee of any Securities, by acceptance thereof, agrees that (x) no issuance, transfer or assignment of the Shares. Purchaser Securities, including the Common Shares to be issued on any exercise hereof, will be made unless any such issuance, transfer or assignment is in compliance with the Securities Act and any Bermuda Monetary Authority permissions and the conditions attached to such permissions, (y) no issuance, transfer or assignment of any Securities, including the Common Shares to be issued on any exercise hereof, will be made unless Bermuda Monetary Authority approval, if necessary, shall have been obtained prior to any such issuance, transfer or assignment and (z) this Warrant Certificate is being issued and the Common Shares will be issued in reliance upon, among other matters, the Holder or relevant Shareholder at any and all material times being an “"accredited investor” " (as defined in under Rule 501 501(a) of Regulation D of the rules and regulations of the Securities Act) or a director, officer or employee of the Company.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D and/or Regulation S is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY STATING THAT SUCH SALE TRANSACTION IS EXEMPT FROM REGISTRATION, OR TRANSFERS(iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. 4.4.5 The representations made by each Purchaser on the Questionnaire (commencing page SP-2 appended at the end hereof) and Purchaser Signature Page are true and correct.

Restricted Securities. (iEvery Restricted Security shall be subject to the restrictions on offers provided in the applicable legend(s) Purchaser has been advised that none required to be set forth on the face of each Restricted Security pursuant to Exhibit A and Section 2.2 or as provided pursuant to Section 2.3, unless such restrictions on transfer shall be waived by the written consent of the Shares Company, and the Holder of each Restricted Security, by such Holder's acceptance thereof, agrees to be bound by such restrictions on transfer. Whenever any Restricted Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Restricted Security must be accompanied by an appropriately completed certificate in substantially the form set forth in or contemplated by Section 2.13(d) (which may be attached to or set forth in the Restricted Security), appropriately completed, dated the date of such surrender and signed by the Holder of such Restricted Security, as to compliance with such restrictions on transfer, unless the Company shall have been registered notified the Trustee pursuant to this Section 2.7 that there is an effective registration statement under the Securities Act with respect to such Restricted Security. The Security Registrar shall not be required to accept for such registration of transfer or exchange any Restricted Security not so accompanied by a properly completed certificate. Except as otherwise provided in the preceding paragraph or pursuant to Section 2.3, if Securities are issued upon the transfer, exchange or replacement of Securities bearing a legend or legends setting forth restrictions on transfer, or if a request is made to remove such legend(s) on a Security, the Securities so issued shall bear such legend(s) or such legend(s) shall not be removed, as the case may be, unless the transferor delivers to the Company such satisfactory evidence (which may include an opinion of independent counsel experienced in matters of United States securities law as may be reasonably satisfactory to the Company), as may be reasonably required by the Company, that neither such legend(s) nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or Regulation S under the Securities Act or any other applicable securities laws and that such Securities are not "Restricted Securities" within the Shares are being offered and sold pursuant to Section 4(a)(2) meaning of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None Upon provision of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably such satisfactory evidence to the Company, the Trustee, at the written direction of the Company set forth in an applicable exemption from Officer's Certificate, shall authenticate and deliver a Security that does not bear such legend(s). In the absence of bad faith on its part, the Trustee may conclusively rely upon such direction of the Company in authenticating and delivering a Security that does not bear such legend(s). Upon registration is available. (ii) Purchaser represents of Transfer of or exchange of Securities that Purchaser is acquiring are no longer Restricted Securities, the Shares for Purchaser’s own accountCompany shall execute, and not as nominee or agent, for investment purposes only the Trustee shall authenticate and not with a view to, or for sale in connection withdeliver, a distribution, as Security that term is does not bear restrictive legends. As used in this Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”2.7(b), OR APPLICABLE STATE LAWthe term "Transfer" encompasses any sale, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act pledge or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale other transfer of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actreferred to herein.

Restricted Securities. (i) Each Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares such securities are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Act, Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of 4(2), Regulation D and Regulation S is predicated in part on such Purchaser each Purchaser’s representations as contained herein. herein and in the Investor Representation attached hereto as Exhibit “B” or the Regulation S Acknowledgment Form attached hereto as Exhibit “C”. (i) Each Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and that such securities are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) If purchased pursuant to Regulation S, each Purchaser is not a U.S. Person (as defined for purposes of Regulation S) and such Purchaser is not acquiring the Shares for the account or benefit of a U. S. Person. (iii) If purchased pursuant to Regulation S, each such Purchaser acknowledges that the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. Persons (other than distributors, as defined in Rule 902 of the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. (iv) Each Purchaser represents that such Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiiv) Each Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendlegend if the Shares are purchased pursuant to the provisions of Regulation D: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933or, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”if the Shares are purchased pursuant to Regulation S: (ivvi) Each Purchaser acknowledges that an investment in the Shares is are not liquid and is are transferable only under limited conditions. Each Purchaser acknowledges that such securities Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Such Purchaser is aware of the provisions of Rule 144 and Regulation S promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Each Purchaser is an “accredited investor” as defined acknowledges that hedging transactions involving the Shares may not be conducted unless in Rule 501 of compliance with the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none the Additional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Shares Additional Exchangeable Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and that the Additional Exchangeable Notes and the shares of Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes have not been registered under the Securities Act or any other applicable securities laws and Act. The Purchaser understands that the Shares are being offered Additional Exchangeable Notes and sold pursuant to Section 4(a)(2) the Pubco Common Stock issuable upon exchange of the Securities Act and/or Rule 506 Additional Exchangeable Notes may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of Regulation D thereunder, and that by the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to absent an effective registration statement under the Securities Act. None of the Shares may be resold in the absence of an effective registration , except (i) to Pubco or a subsidiary thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory or (ii) pursuant to the Company, an applicable exemption from the registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book-entry positions or certificates representing the Additional Exchangeable Notes shall contain a manner which would require registration under the Securities Act or any state securities laws. (iii) restrictive legend to such effect. The Purchaser understands and acknowledges agrees that the certificates representing Additional Exchangeable Notes and the Shares Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Additional Exchangeable Notes and may be required to bear the financial risk of an investment in the Additional Exchangeable Notes for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Additional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes. Each book entry for the Additional Exchangeable Notes shall contain a notation, and each certificate (if any) evidencing the Additional Exchangeable Notes shall be stamped or otherwise imprinted with a legend, in substantially the following legendform: “THIS SECURITY AND THE SECURITIES EVIDENCED BY COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWAND MAY NOT BE OFFERED, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (iNOTWITHSTANDING THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF KORE WIRELESS GROUP, INC. (THE “COMPANY”) THERE THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS AN EFFECTIVE THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT; OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSACT. NOTWITHSTANDING NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE FOREGOING, NO NOTICE TO OR CONSENT SECURITIES ACT) OF THE COMPANY SHALL BE REQUIRED OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN CONNECTION WITH ANY SUCH SALE RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR TRANSFERSHOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Restricted Securities of each series shall be subject to the restrictions on transfer (ithe “Transfer Restrictions”) Purchaser has been advised that none provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold each Restricted Security pursuant to Section 4(a)(2202 and Section 205 or as otherwise specified as contemplated by Section 301 for the Restricted Securities of such series, and each Holder of a Restricted Security, by its acceptance thereof, agrees to be bound by, and to comply with, the Transfer Restrictions, in each case unless compliance with the Transfer Restrictions shall be waived by the Company or the Guarantor in writing delivered to the Trustee. Except as otherwise specified as contemplated by Section 301 for the Securities of any series, the Transfer Restrictions shall cease and terminate with respect to any particular Restricted Security upon receipt by the Company or the Guarantor of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the Securities Act and/or Rule 506 date of Regulation D thereunderdetermination, and that such Restricted Security (a) could be transferred by the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated Holder thereof pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iiRule 144(k) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject (b) has been sold pursuant to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S promulgated under the Securities Act or (ii) pursuant to Rule 144 under the Securities Act, and receipt by the Trustee of an Officer’s Certificate certifying that the Company or the Guarantor has received such evidence and that the Transfer Restrictions have ceased and terminated with respect to such Security. All references in the preceding sentence to any Regulation, Rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company or the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Security in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee and an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Security. At the request of the Holder and upon the surrender of such Restricted Security to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 305, any Restricted Security as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Security with the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed thereon, of like tenor and aggregate principal amount, but without the Restrictive Legends. Any Restricted Security as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Securities and Guarantee issued upon registration of transfer of, exchange for or in lieu of such Restricted Security) shall thereupon cease to be “Restricted Securities” for all purposes of this Indenture. The Company or the Guarantor shall notify the Trustee of the effective date of any registration statement registering any Restricted Securities under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any opinion of counsel. As used in this Section 305(b), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Securities referred to herein.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or and Rule 506 of Regulation D thereunder, and that the Company’s 's reliance upon Section 4(a)(24(2) and/or and Rule 506 of Regulation D is predicated in part on such Purchaser Purchasers' representations as contained herein. . 4.4.1 Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act. 4.4.2 Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.3 Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.4 Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.5 Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none None of the Shares have been shares of Silver River common stock into which the shares of BioForce common stock are to be converted will, at the Effective Time of the Merger, be registered under the Securities Act or any other applicable securities laws and that of 1933, as amended (the Shares are being offered and sold "Securities Act") but, rather, will be deemed to have been issued pursuant to Section 4(a)(2an exemption or exemptions therefrom (subject to the satisfaction of certain other terms and conditions hereof) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “considered "restricted securities” as defined by Rule 144 promulgated pursuant to " within the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions meaning of Rule 144 promulgated under the Securities Act. All shares of Silver River common stock to be issued pursuant to this Agreement will be exempt from registration under the Securities Act pursuant to Section 4(2) of that Act and Regulation D - Rule 506 and/or Regulation S promulgated thereunder, and certificates representing the shares will bear a restrictive legend worded substantially as follows and as may otherwise be required: "The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which permits limited resale of restricted securities subject is to be established to the satisfaction of certain conditions and that such Rule is not now available andthe corporation." (ii) At the Closing, Silver River will direct its transfer agent to record, as soon as practicable after the Closing, the issuance of Silver River common stock to the holders of BioForce's common stock pursuant to the provisions set forth above. The transfer agent will annotate its records to reflect the restrictions on transfer embodied in the future, may not become available for resale legend set forth above. There will be no requirement of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of Silver River to register under the Securities ActAct any shares of Silver River common stock in connection with the Merger.

Restricted Securities. (i) Purchaser has been advised that none The Acquired Shares will be issued to Seller as "restricted securities" as defined under Rule 144 of the Shares have been registered Securities Act of 1933, as amended (the "Securities Act"), in a private placement exempt from registration under the Securities Act, by reason of Regulation D promulgated thereunder or Section 4(2) thereof and shall not be transferred (including without limitation, transferred to Seller's stockholders pursuant to a liquidation, dissolution or winding up of Seller) unless there is a valid exemption from the registration requirements of the Securities Act and Buyer Parent receives an opinion of counsel from Seller stating that such transfer is exempt from the registration requirements of the Securities Act or any other applicable securities laws and that the Shares are being offered and sold such transfer may be made pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Rule 144A of the Securities Act; provided however, that such opinion shall not be required (i) in the event the requirements of Section 6.2(i) hereof have been met and not waived and Seller distributes, without consideration therefor, the Acquired Shares to holders of its preferred stock pursuant to a manner which would require registration liquidation of Seller in compliance with the Delaware General Corporation Law (including without limitation as it relates to dissolution, dividends and payment of creditors) ("Delaware Law") or (ii) Seller transfers the Acquired Shares to any creditor (but not more than five such creditors in total) who shall have executed and delivered to Buyer Parent an Investment Representation Agreement evidencing that such creditor is an "accredited investor" under Regulation D promulgated under the Securities Act or any state securities lawsAct. (iiii) Purchaser understands and acknowledges that the All certificates representing the Shares will shares of Buyer Parent's common stock issued to Seller pursuant to this Agreement, and any certificates subsequently issued with respect thereto or in substitution therefor shall bear substantially the following legend: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN . THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFEREDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED UNLESS (i) THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, (B) A VALID EXEMPTION THEREFROM AND APPLICABLE STATE THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS COVERING ANY REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH TRANSACTION INVOLVING SAID SALE, TRANSFER, ASSIGNMENT, OFFER FOR SALE, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OR THAT SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR RULE 144A OF THE SECURITIES ACT, OR (iiC) THE SECURITIES ARE SOLD A VALID EXEMPTION THEREFROM AND SUCH TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSTHE ASSET PURCHASE AGREEMENT DATED DECEMBER [ ], 2001 BY AND AMONG THE ISSUER, LINKUP SYSTEMS CORPORATION, AND THE OTHER PARTIES THERETO. NOTWITHSTANDING THE FOREGOINGTRANSFER RESTRICTIONS APPLICABLE TO THESE SHARES ARE BINDING ON THE TRANSFEREES OF THESE SHARES. Buyer Parent, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must at its discretion, may cause stop transfer orders to be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject placed with its transfer agent with respect to the satisfaction certificates for such shares of certain conditions and that Buyer Parent's common stock but not as to the certificates for any part of such Rule shares of common stock as to which said legend is not now available andno longer appropriate. In addition, in Buyer Parent may place on the future, may not become available for resale certificates representing such shares of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actcommon stock other appropriate legends pursuant to applicable law.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY STATING THAT SUCH SALE TRANSACTION IS EXEMPT FROM REGISTRATION, OR TRANSFERS(iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. 4.4.5 The representations made by each Purchaser on the Questionnaire (commencing page SP-2 appended at the end hereof) and Purchaser Signature Page are true and correct.

Restricted Securities. (i) Purchaser has been advised that none None of the Shares have been shares of NDYN common stock into which the shares of NATE’S common stock are to be converted will be registered under the Securities Act or any other applicable securities laws and that of 1933, as amended (the Shares are being offered and sold “Securities Act”), but will be deemed to have been issued pursuant to Section 4(a)(2an exemption or exemptions therefrom (subject to the satisfaction of certain other terms and conditions hereof) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as considered “restricted securities” as defined by Rule 144 promulgated pursuant to within the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions meaning of Rule 144 promulgated under the Securities Act. All shares of NDYN common stock to be issued pursuant to this Agreement will be exempt from registration under the Securities Act pursuant to Section 4(2) of that Act and/or Regulation D, Rule 506 promulgated thereunder or other exemption, and certificates representing the shares will bear a restrictive legend worded substantially as follows and as may otherwise be required: “The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which permits limited resale of restricted securities subject is to be established to the satisfaction of certain conditions and that such Rule is not now available andthe corporation.” (ii) At the Closing, NDYN will direct its transfer agent to record as soon as practicable after the Closing, to issue the NDYN common stock to the holders of NATE’S common stock pursuant to the provisions set forth above. The transfer agent will annotate its records to reflect the restrictions on transfer embodied in the future, may not become available for resale legend set forth above. There will be no requirement of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of NDYN to register under the Securities ActAct any shares of NATE’S common stock in connection with the Merger.

Restricted Securities. (i) Purchaser The Seller has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act, and that the Company's reliance upon Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser the Seller's representations as contained herein. Purchaser . 4.4.1 The Seller acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be issued sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser 4.4.2 The Seller is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 4.4.3 The Seller understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser 4.4.4 The Seller acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser The Seller acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser The Seller is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised Each Crestwood Party understands that none of the Shares New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 have not been registered under the Securities Act or any other applicable state securities laws and that Laws by reason of specific exemptions under the Shares are being offered and sold pursuant to Section 4(a)(2) provisions thereof, the availability of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated which depend in part on the bona fide nature of the Crestwood Parties’ investment intent and upon the accuracy of the representations made in this Article 3. Each Crestwood Party understands that NRGM is relying in part upon the representations and agreements contained in this Article 3 for the purpose of determining whether the offer, sale and issuance of the New NRGM Common Units meets the requirements for such Purchaser representations as contained hereinexemptions. Purchaser acknowledges Each Crestwood Party understands that the Shares New NRGM Common Units will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof Act and that under the Securities Act and applicable state securities laws unlessregulations, in such New NRGM Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the opinion of counsel reasonably satisfactory Securities Act or pursuant to the Company, an applicable available exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) requirements of the Securities Act, and in a manner which would require registration under the Securities Act or any compliance with other applicable state and federal securities laws. (iii) Purchaser understands and acknowledges Laws. In this connection, each Crestwood Party represents that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares it is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of familiar with Rule 144 promulgated under the Securities Act, which permits limited and understands the resale of restricted securities subject to the satisfaction of certain conditions limitations imposed thereby and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of by the Securities Act. Each Crestwood Party also acknowledges that appropriate legends will be placed on the certificates representing the New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 (including as required by the NRGM Partnership Agreement) indicating the restrictions on transfer of such New NRGM Common Units and that Buyer has no obligation to register such New NRGM Common Units, except as provided in the NRGM Partnership Agreement.

Restricted Securities. (i) Purchaser 4.3.1 The Investor has been advised that none of neither the Note nor the Conversion Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinlaws. Purchaser The Investor acknowledges that the Note and the Conversion Shares will may be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of Neither the Note nor the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) Purchaser 4.3.2 The Investor represents that Purchaser it is acquiring the Shares Notes for PurchaserInvestor’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 4.3.3 The Investor understands and acknowledges that the certificates representing Note and the Shares will Conversion Shares, when issued, may bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser 4.3.4 Investor acknowledges that an investment in the Note and the Conversion Shares is are not liquid and is are transferable only under limited conditions. Purchaser Investor acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available andthat, in the future, such Rule may not become be available for resale of either the Note or any of the Conversion Shares. Purchaser . 4.3.5 Investor is an “accredited investor” as defined in under Rule 501 of under the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none the Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Shares Exchangeable Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and that the Exchangeable Notes and the shares of Pubco Common Stock issuable upon exchange of the Exchangeable Notes have not been registered under the Securities Act or any other applicable securities laws and Act. The Purchaser understands that the Shares are being offered Exchangeable Notes and sold pursuant to Section 4(a)(2) the Pubco Common Stock issuable upon exchange of the Securities Act and/or Rule 506 Exchangeable Notes may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of Regulation D thereunder, and that by the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to absent an effective registration statement under the Securities Act. None of the Shares may be resold in the absence of an effective registration , except (i) to Pubco or a subsidiary thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory or (ii) pursuant to the Company, an applicable exemption from the registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book-entry positions or certificates representing the Exchangeable Notes shall contain a manner which would require registration under the Securities Act or any state securities laws. (iii) restrictive legend to such effect. The Purchaser understands and acknowledges agrees that the certificates representing Exchangeable Notes and the Shares Pubco Common Stock issuable upon exchange of the Exchangeable Notes will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Exchangeable Notes and may be required to bear the financial risk of an investment in the Exchangeable Notes for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Exchangeable Notes. Each book entry for the Exchangeable Notes shall contain a notation, and each certificate (if any) evidencing the Exchangeable Notes shall be stamped or otherwise imprinted with a legend, in substantially the following legendform: “THIS SECURITY AND THE SECURITIES EVIDENCED BY COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWAND MAY NOT BE OFFERED, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (iNOTWITHSTANDING THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF KORE WIRELESS GROUP, INC. (THE “COMPANY”) THERE THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS AN EFFECTIVE THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT; OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSACT. NOTWITHSTANDING NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE FOREGOING, NO NOTICE TO OR CONSENT SECURITIES ACT) OF THE COMPANY SHALL BE REQUIRED OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN CONNECTION WITH ANY SUCH SALE RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR TRANSFERSHOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Optionor understands that none the P13 Shares issuable pursuant to this Agreement are restricted securities and may not be sold, transferred, or otherwise disposed of the Shares have been registered without registration under the Securities Act or any other and applicable state and federal securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderor an exemption therefrom, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement covering the P13 Shares or any available exemption from registration under the Securities Act and applicable state and federal securities laws, the P13 Shares must be held indefinitely. Without limitation of the foregoing, if the Optionee elects to exercise its option to purchase Option Units, the Option Units sold to the Optionee hereunder by the Optionor has a fair value of not less than CDN$150,000 and the Optionor understands that the P13 Shares may not be resold under applicable Canadian securities laws before the date that is four (4) months plus one (1) day following the Closing Date, is aware that the certificate which it shall receive evidencing the P13 Shares will bear a legend with respect to the resale restrictions under the Lock-Up Agreement and under applicable Canadian securities laws in substantially the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE. and, understands that after the date that is four (4) months plus one (1) day following the Closing Date, but still subject to the Lock-Up Agreement and applicable U.S. securities laws, the P13 Shares may be resold under applicable Canadian securities laws in each Province and Territory of Canada, provided: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for the P13 Shares; (iii) no extraordinary commission or consideration is paid in respect of such trade; and (iv) if the selling securityholder is an “insider” or “officer” of the Optionee (as such terms are defined by applicable Canadian securities laws), the insider or officer has no reasonable grounds to believe that the Optionee is in default of applicable Canadian securities laws. Unless registered under the Securities Act and applicable state securities laws unlesslaws, the certificate representing the P13 Shares shall also bear a legend in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT: (A) TO THE ISSUER, (B) IN COMPLIANCE WITH (1) RULE 144 OR (2) RULE 144A UNDER THE SECURITIES ACT AND WITH APPLICABLE STATE SECURITIES LAWS, (C) IN CONNECTION WITH ANOTHER EXEMPTION UNDER THE SECURITIES ACT, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER, UPON THE ISSUER RECEIVING, IN THE CASE OF CLAUSES (B)(1) AND (C) ABOVE, AN OPINION OF COUNSEL FOR THE HOLDER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Notwithstanding the foregoing, if any such securities are being sold pursuant to Rule 144 under the Securities Act, the legend may be removed by delivery to the registrar and transfer agent for such securities of an opinion of counsel of recognized standing reasonably satisfactory to the Company, an Optionee or its successor company to the effect that such legend is no longer required under applicable exemption from registration is available. (ii) Purchaser represents that Purchaser requirements of the Securities Act or applicable state securities laws. The Optionor is acquiring the P13 Shares as principal for Purchaser’s its own account, and not as nominee or agent, for investment purposes only account and not with a view totoward, or for sale in connection with, a distributionany distribution thereof, as that term is used or with any present intention of distributing or selling the P13 Shares in Section 2(11) any Province or Territory of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSCanada. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser The Optionor is an “accredited investor” as defined in Rule 501 National Instrument 45-106 Prospectus Exemptions of the Canadian Securities ActAdministrators and is able to bear the economic risk of an investment in the P13 Shares. The Optionor acknowledges that the Optionee may be required to file a report with the Canadian securities regulatory authorities containing personal information about the Optionor, including his full name, address and telephone number, the number and type of securities purchased, the total purchase price paid for the securities, the date of the closing and the exemption relied upon under applicable Canadian securities laws. The Optionor also acknowledges that the Optionee may be required to file one or more reports (including but not limited to a Form 8-K) with the U.S. Securities and Exchange Commission and the Canadian Securities Exchange (“CSE”) disclosing the terms of this Agreement, including the identity of the Optionor and the exemption relied upon under applicable U.S. securities laws and may be required to file a copy of this Agreement with the U.S. Securities and Exchange Commission and on SEDAR.

Restricted Securities. AGRA and the AGRA Shareholder acknowledge that all of the CNCC Shares issued by CNCC shall be restricted pursuant to Rule 144 and exempt from the registration requirements of the Securities Act. (ia) Purchaser The AGRA Shareholder has been advised that none of the CNCC Shares have not been registered under the Securities Act Act, or any other applicable state securities laws and that the act in reliance on exemptions therefrom. (b) The CNCC Shares are being offered and sold pursuant to Section 4(a)(2) of acquired solely for the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for PurchaserAGRA Shareholder’s own account, and not as nominee or agent, for investment purposes only and are not being acquired with a view to, to or for sale in connection withthe resale, a distribution, as subdivision or fractionalization thereof, the AGRA Shareholder has no present plans to enter into any such contract, undertaking, agreement or arrangement and the AGRA Shareholder further understands that term is used in Section 2(11) of the CNCC Shares, may only be resold pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration; (c) The AGRA Shareholder acknowledges, in a manner which would require registration connection with the exchange of the CNCC Shares, that no representation has been made by representatives of CNCC regarding its business, assets or prospects other than that set forth herein and that each is relying upon the information set forth in the public filings made by CNCC and such other representations and warranties as set forth in this Agreement. (d) The AGRA Shareholder acknowledges that it is either an “accredited investor” within the meaning of Regulation D under the Securities Act or any state securities lawshas sufficient knowledge and experience in financial matters to be capable of evaluating the merits and risks of exchanging its AGRA Shares for CNCC Shares and it is able to bear the economic risk of the transactions contemplated hereby. (iiie) Purchaser understands and acknowledges The AGRA Shareholder agrees that the certificate or certificates representing the CNCC Shares will bear be inscribed with substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.:

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) The Purchaser understands and acknowledges that the certificates or other instruments representing the Shares will Securities, except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933, AS AMENDED, OR (iiB) THE SECURITIES ARE AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that Company shall issue a certificate without such securities must be held indefinitely unless they are subsequently registered under legend to the holder of the Securities Act or an exemption from upon which it is stamped, unless otherwise required by state securities laws, when (i) such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated Securities are registered for resale under the Securities Act, which permits limited resale (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of restricted securities subject counsel, in a generally acceptable form, to the satisfaction of certain conditions and effect that such Rule is not now available andsale, in the future, may not become available for resale of any assignment or transfer of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Notes may be made without registration under the applicable requirements of the Securities Act., or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

Restricted Securities. Purchaser understands that: (ia) Purchaser the transaction under which Beneficiary is obtaining the Securities has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws of 1933, as amended (the "SECURITIES ACT"), and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will must be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration held indefinitely unless subsequently registered under the Securities Act or any state securities laws.an exemption from such registration is available; (iiib) Purchaser understands the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein; and acknowledges that that, in the certificates representing view of the Shares Securities and Exchange Commission (the "SEC"), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold the Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future; (c) the Securities of the Company will bear substantially be stamped with the following legend: “legends restricting transfer: i. THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), ") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS DISTRIBUTED EXCEPT (i) THERE IS IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN EXEMPTION FROM OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION REQUIREMENTSOR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION. ii. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT HOLDER WHOSE NAME APPEARS ON THIS CERTIFICATE WAS AN AFFILIATE OF THE COMPANY SHALL ISSUER ON THE DATE OF ISSUANCE HEREOF. SUCH SHARES MAY NOT BE REQUIRED SOLD, EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN CONNECTION COMPLIANCE WITH ANY SUCH SALE OR TRANSFERSRULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED.” (ivd) Purchaser acknowledges that an investment the Company will make a notation in its records of the Shares is not liquid aforementioned restrictions on transfer and is transferable only under limited conditions. Purchaser acknowledges that such securities legends; and (e) the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such registration is otherwise available. Purchaser , and the Company is aware of the provisions of Rule 144 promulgated under no obligation to register the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, except as provided in the future, may not become available for resale of any of the SharesAsset Purchase Agreement. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.185

Restricted Securities. (i) 4.7.1 The Purchaser has been advised that none of neither the Units, the Shares, the Warrants, nor the Warrant Shares (collectively, the “Securities”) have been registered under the Securities Act or any other applicable securities laws and that the Shares Securities are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or and Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or and Rule 506 of Regulation D is predicated in part on such the Purchaser representations as contained herein. The Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) 4.7.2 The Purchaser represents that the Purchaser is acquiring the Shares Securities for the Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.7.3 The Purchaser understands and acknowledges that the certificates representing the Shares Securities, when issued, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.7.4 The Purchaser acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. The Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSecurities.

Restricted Securities. The Investor understands that (ia) Purchaser the Stock has been advised that none of the Shares have not been registered under the Securities Act or any other applicable by reason of a specific exemption therefrom, that such securities laws must be held by it indefinitely and that the Shares are being offered and sold pursuant to Section 4(a)(2) Investor must, therefore, bear the economic risk of the Securities Act and/or Rule 506 of Regulation D thereundersuch investment indefinitely, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D unless a subsequent disposition thereof is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any state securities laws. is exempt from such registration; (b) each certificate representing the Stock will be endorsed with the following legends, except that certificates issued following a disposition of such Stock shall not be required to bear the legend set forth in (a) if (i) the disposition was made in compliance with Rule 144, as supported by satisfactory written documentation, (ii) there is in effect a registration statement under the Securities Act covering the disposition and such disposition was made in accordance with such registration statement, as supported by satisfactory written documentation, or (iii) Purchaser understands and acknowledges if an opinion of counsel reasonably acceptable to the Company to the effect that such legend is not required in order to establish compliance with any provisions of the certificates representing Securities Act is provided to the Shares will bear substantially the following legend: “Company: (i) THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN . THE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFEREDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY IS IN EFFECT AS TO SUCH TRANSACTION INVOLVING SAID SECURITIES SALE OR OTHER TRANSFER OR SUCH SALE OR OTHER TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 144A OF THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED HAS BEEN PROVIDED. (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSAny legend required to be placed thereon by any applicable state securities laws. NOTWITHSTANDING THE FOREGOINGFurthermore, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” the Company will instruct any transfer agent not to register the transfer of the Stock (ivor any portion thereof) Purchaser acknowledges that an investment unless the conditions specified in the Shares foregoing legends are satisfied, until such time as a transfer is made, pursuant to the terms of this Purchase Agreement, and in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is to the effect that such legend is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under required in order to establish compliance with any provisions of the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actthis Purchase Agreement.

Restricted Securities. (i) Purchaser has been advised The Shares will be “restricted securities” as that none of term is defined in Rule 144 under the Securities Act, and the Shares have been must be held indefinitely unless they are subsequently registered or qualified under the Securities Act, the Law and other applicable securities laws or that exemptions from such registration or qualification are available. Cardium is not under any obligation to register Shares under the Securities Act or to comply with the Regulation A or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by exemption if Rule 144 promulgated pursuant to the Securities Actis not available for sales of Shares. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or Each certificate representing any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the unregistered Shares will bear a legend on the face thereof (or on the reverse thereof with a reference to such legend on the face thereof) in substantially the following legendform set forth below, which legend restricts the disposition of Shares otherwise than in accordance with this Agreement: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. THESE SHARES MAY NOT BE ENCUMBERED, OR APPLICABLE STATE LAWPLEDGED, AND NO INTEREST THEREIN MAY BE HYPOTHECATED, SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SAID ACT OR AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER AND CONCURRED IN BY THE ISSUER’S COUNSEL, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OR THAT SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) COMPLIES WITH RULES PROMULGATED BY THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSAND EXCHANGE COMMISSION UNDER SAID ACT.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Lender understands that none the shares of Common Stock issuable upon conversion of the Shares have been registered Advances, the Warrants and the shares of Common Stock issuable upon exercise of any Warrant will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”) and may not be sold, pledged, assigned or any other applicable securities laws transferred and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will must be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold held indefinitely in the absence of (i) an effective registration thereof statement under the Securities 1933 Act and applicable state securities laws unlesswith respect thereto or (ii) an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act as evidenced by an opinion of counsel reasonably satisfactory to the Company, an applicable exemption from Borrower that such registration is available. (ii) Purchaser represents that Purchaser is acquiring not required. The certificates for the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Common Stock issuable upon conversion of the Securities Act, in a manner which would require registration under the Securities Act Advances or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will Advance or upon exercise of any Warrants shall bear substantially the following legend: or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law by Borrower or any other agreement to which the Borrower is a party): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY OR ISSUABLE UPON EXERCISE OF THOSE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE LAW, UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND NO INTEREST THEREIN RESALE AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS (i) THERE IS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSLAWS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or and Rule 506 of Regulation D thereunder, and that the Company’s 's reliance upon Section 4(a)(24(2) and/or and Rule 506 of Regulation D is predicated in part on such Purchaser Purchasers' representations as contained herein. . 4.4.1 Purchasers and their beneficial owners are "accredited investors" as defined under Rule 501 under the Securities Act. 4.4.2 Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.3 Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.4 Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.5 Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Purchased Shares, the Price Protection Share Right, the Option Share Right and if applicable, the Price Protection Shares and the Option Shares have been not been, and will not upon issuance be, registered under the Securities Act and the Purchaser will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer (each such transaction, a “Transfer”) any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderPurchased Shares or if applicable, and that the Company’s reliance upon Section 4(a)(2Price Protection Shares or the Option Shares except (i) and/or Rule 506 of Regulation D in the United States to a person who the Purchaser reasonably believes is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” a Qualified Institutional Buyer (as defined by in Rule 144 promulgated pursuant to 144A under the Securities Act. None ) in a transaction meeting the requirements of Rule 144A (respecting Purchased Shares), (ii) outside of the Shares may be resold United States in an offshore transaction in accordance with Section 904 under the absence of Securities Act, (iii) pursuant to an effective registration thereof statement under the Securities Act and applicable state securities laws unlessAct, (iv) if the Purchaser provides the Company with an opinion of counsel, in the opinion of counsel a form reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Transfer of the Securities ActPurchased Shares or if applicable, in a manner which would require the Price Protection Shares or the Option Shares may be made without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under pursuant to Section 4 of the Securities Act and not involving any public offering and the transferee agrees to be bound by the terms and conditions of this Agreement or an exemption from such registration is available. (v) if the Purchaser is aware provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the provisions of Purchased Shares, the Price Protection Shares or the Option Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under the Securities Act, which permits limited resale as such rule may be amended from time to time (“Rule 144”) following the applicable holding period set forth therein. The Purchaser understands and agrees that Transfer of restricted securities the Price Protection Share Right is subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSection 5(b) hereof.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Purchased Shares, the Price Protection Share Right, and if applicable, the Price Protection Shares and the Conversion Shares have been not been, and will not upon issuance be, registered under the Securities Act and the Purchaser will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer (each such transaction, a “Transfer”) any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderPurchased Shares or if applicable, and that the Company’s reliance upon Section 4(a)(2Price Protection Shares or Conversion Shares, except (i) and/or Rule 506 of Regulation D in the United States to a person who the Purchaser reasonably believes is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” a Qualified Institutional Buyer (as defined by in Rule 144 promulgated pursuant to 144A under the Securities Act. None ) in a transaction meeting the requirements of Rule 144A (respecting Purchased Shares), (ii) outside of the Shares may be resold United States in an offshore transaction in accordance with Section 904 under the absence of Securities Act, (iii) pursuant to an effective registration thereof statement under the Securities Act and applicable state securities laws unlessAct, (iv) if the Purchaser provides the Company with an opinion of counsel, in the opinion of counsel a form reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Transfer of the Securities ActPurchased Shares or if applicable, in a manner which would require the Price Protection Shares or the Conversion Shares, may be made without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under pursuant to Section 4 of the Securities Act and not involving any public offering and the transferee agrees to be bound by the terms and conditions of this Agreement or an exemption from such registration is available. (v) if the Purchaser is aware provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the provisions of Purchased Shares, Conversion Shares or the Price Protection Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under the Securities Act, which permits limited resale as such rule may be amended from time to time (“Rule 144”) following the applicable holding period set forth therein. The Purchaser understands and agrees that Transfer of restricted securities the Price Protection Share Right is subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSection 5(b) hereof.

Restricted Securities. Each Buyer understands that (i) Purchaser has been advised that none the sale or resale of the Shares have has not been and is not being registered under the Securities 1933 Act or any other applicable state securities laws laws, and that the Shares may not be transferred unless (a) the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless1933 Act, in (b) the opinion of counsel reasonably satisfactory Buyer shall have delivered to the Company, an applicable opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be accepted by the Company, (c) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Shares only in accordance with this Section 4.6 and who is available. an Accredited Investor, (d) the Shares are sold pursuant to Rule 144, (ii) Purchaser represents that Purchaser any sale of such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is acquiring not applicable, any re-sale of such Shares under circumstances in which the Shares for Purchaser’s own account, and not as nominee seller (or agent, for investment purposes only and not with a view to, or for the person through whom the sale in connection with, a distribution, is made) may be deemed to be an underwriter (as that term is used defined in Section 2(11the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities Act, in a manner which would require registration SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the Securities 1933 Act or any state securities laws. laws or to comply with the terms and conditions of any exemption thereunder (iii) Purchaser understands and acknowledges that in each case). Notwithstanding the certificates representing foregoing or anything else contained herein to the contrary, the Shares will bear substantially may be pledged in connection with a bona fide margin account or other lending arrangement secured by the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Securities, AS AMENDED (THE “ACT”)and such pledge of Securities shall not be deemed to be a transfer, OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act sale or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 assignment of the Securities Acthereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares securities purchased hereunder, including the Underlying Shares, are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act or any other applicable securities laws Act, and that the Shares are being offered and sold pursuant to Section 4(a)(2) none of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will can be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof sold or transferred unless they are first registered under the Securities Act and applicable such state and other securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, as may be applicable or an applicable exemption from registration under the Securities Act is available. available (ii) Purchaser represents and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities ActNew Note, the Additional Warrants and the Underlying Shares will bear a restrictive legend in a manner which would require registration form as set forth below and hereby consents to the transfer agent for the Company’s Common Stock making a notation on its records to implement the restrictions on transfer described herein. Holder further understands that except as provided in the Transaction Documents: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently registered thereunder; (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) except as set forth in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act, which permits limited resale of restricted Act or any state securities subject laws or to comply with the satisfaction of certain terms and conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actexemption thereunder.

Restricted Securities. (i) Purchaser has been advised Seller and the Shareholders understand that none the Parent Shares may not be sold, transferred or otherwise disposed of the Shares have been registered without registration under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderan exemption therefrom, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under statement covering the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, Parent Shares or an applicable available exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of under the Securities Act, in a manner which would require registration under the Securities Act Parent Shares must be held indefinitely. To the extent applicable, each certificate or other document evidencing any state securities laws. (iii) Purchaser understands and acknowledges that of the certificates representing the Parent Shares will bear substantially shall be endorsed with the following restrictive legend: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAWAMENDED, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFEREDPLEDGED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS HYPOTHECATED (i1) THERE IS ABSENT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT, (2) UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT, (3) UNLESS IN THE OPINION OF COUNSEL TO THE TRANSFERRING SHAREHOLDER (WHICH SHALL BE REASONABLY SATISFACTORY TO THE ISSUER) SOME OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES IS AVAILABLE OR (ii4) UNLESS THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION SALE IS OTHERWISE EXEMPT FROM SUCH REGISTRATION REQUIREMENTSUNDER THE ACT." Seller and the Shareholders covenant that, except to the extent such restrictions are waived by Parent, Seller and the Shareholders shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in such legend. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment Seller and the Shareholders may sell the Parent Shares in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of compliance with Rule 144 promulgated under the Securities ActAct without providing Parent or any of its representatives an opinion of counsel regarding such sale and with an opinion of counsel in reliance on any other exemption. Seller and the Shareholders agree-to provide Parent with notice of any sale of Parent Shares no later than ten (10) business days prior to any such sale. Each certificate evidencing the Parent Shares transferred as above provided shall bear, which permits limited resale of restricted securities subject except if such transfer is made pursuant to Rule 144, the satisfaction of certain conditions and appropriate restrictive legend set forth above, except that such Rule certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not now available and, required in the future, may not become available for resale of order to establish compliance with any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 provision of the Securities Act.

Restricted Securities. (i) Purchaser has been advised understands that none of the Shares Purchased Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they will be acquired in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under the federal securities laws only in certain limited circumstances. Purchaser acknowledges that the Purchased Securities have not been registered under the Securities Act of 1933 (the “Act”) on the grounds that offer and sale hereof and thereof are exempt from registration by reason of Section 4(2) of the Act, Regulation D thereunder and have not been registered under any state laws, based in part upon Purchaser’s representations in this Agreement. The certificates for the Purchased Securities shall be subject to a legend or any other applicable legends restricting transfer under the federal securities laws and that the Shares are being offered and sold pursuant referring to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderrestrictions on transfer herein, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations legend to be substantially as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendfollows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE LAWSECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE ACT, AND NO INTEREST THEREIN UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTEDPLEDGED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (i) THERE ASSIGNED EXCEPT IN A TRANSACTION WHICH IS AN EFFECTIVE REGISTRATION STATEMENT EXEMPT UNDER THE PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH EFFECTIVE REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSSTATEMENT.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) 4.4.1 Purchaser has been advised that none of the Shares have Securities has been registered under the Securities Act or any other applicable securities laws and that the Shares Stock Units are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s 's reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares Securities will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of either an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, or an applicable exemption from such registration is availablerequirements. Notwithstanding the foregoing, the Company shall not have any right to approve, reject or prevent any transfer or opinion. (ii) 4.4.2 Purchaser represents that Purchaser it is acquiring the Shares Securities for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Purchaser understands and acknowledges that the certificates representing Shares, Warrants and, if issued, the Shares Warrant Shares, will bear substantially the following legend: “THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND ACCORDINGLY MAY NOT BE OFFERED OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY AS EVIDENCED BY A LEGAL OPINION OF COUNSELTO THE TRANSFEROR TO SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSEFFECT.”" (iv) 4.4.4 Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is availableavailable (which exemption may or may not require an opinion, depending on the exemption utilized and parties to said transaction). Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Purchaser is an “"accredited investor” " as defined in under Rule 501 of under the Securities Act. Purchaser understands and acknowledges that the Company was once a "shell" company and accordingly, if it becomes delinquent in filing its Securities 1934 Act reports, the Shares and Warrant Shares will become illiquid until such time as the Company becomes current in its Exchange Act reports or otherwise complies with the requirements of Rule 144.

Restricted Securities. (i) Purchaser has been advised Investor understands and agrees that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Warrant Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” under the federal securities laws inasmuch as defined by Rule 144 promulgated pursuant to they are being acquired from the Securities Act. None of Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such Shares and the Warrant Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require without registration under the Securities Act only in certain limited circumstances. In this connection, Investor represents that it is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares being sold during any state securities laws. (iii) Purchaser three month period not exceeding specified limitations. The Investor understands and acknowledges that the certificates representing Securities and any Warrant Shares or securities issued in respect of or exchange for the Shares will Securities or Warrant Shares, may bear substantially the following legend: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR APPLICABLE STATE LAWIN CONNECTION WITH, AND THE SALE OR DISTRIBUTION THEREOF. NO INTEREST THEREIN SUCH TRANSFER MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR OF 1933.” The Securities and any Warrant Shares may not be transferred by an Investor unless either (iii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently have been registered under the Securities Act of 1933 (the “Securities Act”) or (ii) the receipt by the Company of an exemption from such opinion of counsel in a form satisfactory to the Company that registration is available. Purchaser is aware of the provisions of Rule 144 promulgated not required under the Securities Act, which permits limited resale Act of restricted securities subject to 1933 for the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 transfer of the Securities Actor Warrant Shares, at which time the foregoing legend shall be removed from the certificates representing Securities or Warrant Shares, at the request of the holder thereof.

Restricted Securities. (i) Purchaser 3.4.1 Each Investor has been advised that none of the Shares Securities have not been registered under the Securities Act or any other applicable securities laws and that Warrant Amendment (and, upon exercise of the Shares are Warrant as so amended, the shares underlying the Warrants) is being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser Investor representations as contained herein. Purchaser Each Investor acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) Purchaser 3.4.2 Each Investor represents that Purchaser such Investor is acquiring the Shares Securities for Purchasersuch Investor’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 3.4.3 Each Investor understands and acknowledges that the certificates representing Warrant Amendment when issued and, upon exercise of the Shares Warrants the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser 3.4.4 Each Investor acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. Purchaser Each Investor acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. The Holder, by acquiring this Warrant, hereby covenants and agrees that: (ia) Purchaser has been advised the Holder will not offer for sale or sell this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant unless pursuant to: i. an effective registration statement under the Securities Act ("Registration Statement") filed by the Company covering such offer and sale; or ii. an exemption from registration under the Securities Act; provided that none prior to any such proposed transfer, the Holder shall give five (5) days' (b) The certificates representing the shares of Common Stock issued upon exercise hereof, unless the Shares same are registered under the Securities Act prior to exercise of this Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable the securities laws of any state. The shares of common stock have been acquired for investment and that the Shares are being offered not with a view to distribution or resale, and sold may not be sold, assigned, made subject to a security interest, pledged, hypothecated, or otherwise transferred except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in or pursuant to an exemption therefrom if the Company receives an opinion of counsel (which counsel and opinion (in form, scope and substance, shall be reasonably satisfactory acceptable to the Company, an applicable exemption from Corporation) that such registration is availablenot required as to such sale or offer." (iic) Purchaser represents that Purchaser is acquiring Any offer or sale of this Warrant or the Shares for Purchaser’s own account, shares of Common Stock issued upon exercise hereof shall be made in accordance with the federal and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) state securities laws of applicable jurisdictions (including the prospectus delivery requirements of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand any other applicable law.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Sellers understands that the Shares IAO Common Stock are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , in as much as they are being acquired from the Shares may be resold Company in the absence of an effective registration thereof a transaction not involving a public offering and that under the Securities Act and applicable state regulations there under such securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or only in certain limited circumstances. In this connection, Sellers represents that he is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Sellers agrees not to sale any state securities laws. (iii) Purchaser shares for eleven months following closing. The Sellers also understands and acknowledges that the certificates representing evidencing the Shares IAO Common Stock will bear substantially the following legendlegend set forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT (iI) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiIII) UPON THE SECURITIES ARE SOLD PURSUANT DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO AND/ OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSCOMPLIANCE IS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the CompanyBorrower’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the CompanyBorrower, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Notes, Conversion Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION THE BORROWER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE BORROWER OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSTRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. Each Purchaser understands and acknowledges that the Borrower was once a “shell” company and accordingly, if it becomes delinquent in filing its Securities Exchange Act of 1934 (“Exchange Act”) reports, any Conversion Shares and Warrant Shares will become illiquid until such time as the Company becomes current in its Exchange Act reports. 4.4.5 The representations made by each Purchaser on the Questionnaire (commencing page SP-2 appended at the end hereof) and Purchaser Signature Page are true and correct.

Restricted Securities. (ia) Each Initial Purchaser has been advised acknowledges and agrees that none of the Shares have been registered Option it is purchasing is characterized as a “restricted security” under the United States securities laws inasmuch as it is being acquired from the Company in a transaction without registration under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold Act, in reliance on an exemption pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunderAct. Accordingly, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. each Initial Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold and agrees that, in the absence of an effective registration thereof statement with respect to the Option under the Securities Act and applicable state the compliance with all other securities laws unlessof all applicable jurisdictions based upon the nature of any subsequent sale, in the opinion of counsel reasonably satisfactory to the CompanyOption may be offered, an applicable exemption from registration is available. sold, pledged or otherwise transferred only (iiA) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration that allows the Company to comply with all applicable securities laws of all applicable jurisdictions based upon the nature of the transaction and (B) as to transactions falling under the Securities Act jurisdiction of the federal or any state securities laws. laws in the United States (iii1) Purchaser understands and acknowledges to a person that the certificates representing the Shares will bear substantially the following legend: Initial Purchaser reasonably believes is a “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED qualified institutional buyer” (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment as defined in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated 144A under the Securities Act), which permits limited resale of restricted securities subject (2) to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act) pursuant to an exemption from the registration requirements of the Securities Act, or (3) pursuant to a valid exemption from registration under the Securities Act such as Regulation S, in each case in accordance with any applicable federal or state securities laws of the United States. Each Initial Purchaser represents and warrants to the Company, by purchasing the Option, that it will notify any purchaser of the Option from it of the resale restrictions referred to above. (b) Each Initial Purchaser acknowledges and agrees that the shares of Common Stock are characterized as “restricted securities” under the United States securities laws are being acquired from the Company in a transaction without registration under the Securities Act, in reliance on an exemption of the Securities Act. Accordingly, each Initial Purchaser acknowledges and agrees that, in the absence of an effective registration statement with respect to the Common Stock under the Securities Act and the compliance with all other securities laws of all applicable jurisdictions based upon the nature of any subsequent sale, the Common Stock may be offered, sold, pledged or otherwise transferred only (A) in a manner that allows the Company to comply with all applicable securities laws of all applicable jurisdictions based upon the nature of the transaction and (B) as to transactions falling under the jurisdiction of the federal or any state securities laws in the United States pursuant to a valid exemption from registration under the Securities Act in accordance with any applicable federal or state securities laws of the United States. Each Initial Purchaser represents and warrants to the Company, by purchasing the Common Stock, that it will notify any purchaser of the Common Stock from it of the resale restrictions referred to above.

Restricted Securities. (i) Such Purchaser has been advised understands that none the Common Shares are “restricted securities” and that the certificates or other instruments representing the Common Shares shall, until such time as the resale of the Common Shares have has been registered under the Securities Act or as contemplated by the Registration Rights Agreement, shall bear any other applicable securities legend as required by the “blue sky” laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES ACT, OR (iiB) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (II) UNLESS SOLD OR TRANSFERRED TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ARE ACT OR (III) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERSOTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser 4.3.1 The Investor has been advised that none of neither the Note nor the Conversion Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinlaws. Purchaser The Investor acknowledges that the Shares will be Note is being issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of Neither the Note nor the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) Purchaser 4.3.2 The Investor represents that Purchaser it is acquiring the Shares Notes for PurchaserInvestor’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 4.3.3 The Investor understands and acknowledges that the certificates representing the Note and any Conversion Shares will may bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser 4.3.4 Investor acknowledges that an investment in the Note and the Conversion Shares is are not liquid and is are transferable only under limited conditions. Purchaser Investor acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available andthat, in the future, such Rule may not become be available for resale of either the Note or any of the Conversion Shares. Purchaser . 4.3.5 Investor is an “accredited investor” as defined in under Rule 501 of under the Securities Act.

Restricted Securities. (ia) Purchaser has been advised that none The Merger Shares and any shares of capital stock or other securities received with respect thereto (collectively, the Shares have been registered under the Securities Act "RESTRICTED SECURITIES") shall not be sold, transferred, assigned, pledged, encumbered or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) otherwise disposed of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection witheach, a distribution"TRANSFER") except upon the conditions specified in this Section 7.13, as that term is used in Section 2(11) which conditions are intended to insure compliance with the provisions of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiib) Purchaser understands Each certificate representing Restricted Securities issued to a holder of such certificate and acknowledges that the certificates representing the Shares will bear each certificate for such securities issued to subsequent transferees of any such certificate shall be stamped or otherwise imprinted with a legend in substantially the following legendform: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN SECURITIES OR "BLUE SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFEREDPLEDGED, PLEDGED ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSTHEREFROM. NOTWITHSTANDING ADDITIONALLY, THE FOREGOING, NO NOTICE TRANSFER OF THESE SECURITIES IS SUBJECT TO OR CONSENT THE CONDITIONS SPECIFIED IN SECTION 7.13 OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSAGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 15, 2001 AMONG INVERNESS MEDICAL TECHNOLOGY, INC.”, LXN ACQUISITION CORP. AND LXN CORPORATION." (ivc) Purchaser acknowledges Prior to any Transfer of Restricted Securities, the holder thereof shall give written notice to the Parent of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.13. Each such notice shall describe the manner and circumstances of the proposed Transfer and, if not being made pursuant to an effective registration statement under the Securities Act, shall be accompanied by the written opinion, addressed to the Parent, of counsel for the holder of such Restricted Securities, stating that an investment in the Shares is opinion of such counsel (which opinion shall be reasonably satisfactory to the Parent) such proposed transfer does not liquid and is transferable only under limited conditions. Purchaser acknowledges that involve a transaction requiring registration or qualification of such securities must be held indefinitely unless they are subsequently registered Restricted Securities under the Securities Act or an exemption from such registration is available. Purchaser is aware the securities or "blue sky" laws of any relevant state of the United States. The holder thereof shall thereupon, with the written consent of the Parent, be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by it to the Parent. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Restricted Securities) shall bear the legend set forth in Section 7.13(b) unless (x) in the opinion of counsel of Parent registration of any future Transfer is not required by the applicable provisions of Rule 144 promulgated the Securities Act or (y) the Parent shall have waived the requirement of such legends. No holder shall Transfer any Restricted Securities until such opinion of counsel has been given (unless waived by the Parent). (d) Notwithstanding the foregoing provisions of this Section 7.13, the restrictions imposed by this Section 7.13 upon the transferability of Restricted Securities shall not apply during any period when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available Act or as otherwise contemplated by Section 7.13(c) and, pursuant to Section 7.13(c), the securities so transferred are not required to bear the legend set forth in Section 7.13(c) or (ii) the future, may not become available holder of such Restricted Securities has met the requirements for resale Transfer of any of the Shares. Purchaser is an “accredited investor” as defined in such Restricted Securities pursuant to Rule 501 144 of the Securities Act. Whenever the restrictions imposed by this Section 7.13 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from Parent, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.13(b) and not containing any other reference to the restrictions imposed by this Section 7.13. The Parent, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to certificates for Restricted Securities owned by a holder but not as to certificates for such shares of Parent Common Stock as to which the legend set forth in paragraph (b) of this Section 7.13 is no longer required because one or more of the conditions set forth in Section 7.13(d) shall have been satisfied.

Restricted Securities. (a) All instruments and certificates representing any of the Securities shall bear the restrictive legends specified or provided for in Sections 9.10(b) and 9.10(c) and/or in the Notes and the Warrants only to the extent required by applicable law or by the Notes and the Warrants. The Company warrants that no instruction other than such instructions as referred to in this Section 9.10 or required under applicable law will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent permitted by applicable law and provided by this Agreement. Nothing in this Section 9.10 shall limit in any way any Investor’s obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities, including the Australia Corporations Xxx 0000. If, in connection with any proposed assignment or other transfer of any of its Securities, an Investor (i) Purchaser has been advised provides the Company with an opinion of counsel reasonably satisfactory to the Company that none registration of the Shares have been registered such Securities is not required under the Securities Act or any other applicable securities laws and as a condition to the assignment or other transfer thereof or (ii) transfers such Securities to an affiliate of such Investor that is an accredited investor (in accordance with the Shares are being offered and sold pursuant to Section 4(a)(2provisions of this Agreement) of or in compliance with Rule 144, then, in either instance, the Securities Act and/or Rule 506 of Regulation D thereunderCompany shall permit the said assignment or other transfer, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D if applicable, promptly instruct its transfer agent to issue one or more instruments or certificates in such name and in such denominations as is predicated in part on specified by such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is availableInvestor. (iib) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of Certificates evidencing the Securities Act, will contain a legend in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendform, so long as is required by this Section 9.10 or applicable law: “NEITHER THESE SECURITIES NOR ANY SECURITIES (IF ANY) ISSUABLE UPON THE EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BEEN REGISTERED BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWPURSUANT TO AN AVAILABLE EXEMPTION FROM, AND NO INTEREST THEREIN MAY BE SOLDOR IN A TRANSACTION NOT SUBJECT TO, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE THE REGISTRATION STATEMENT UNDER REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EFFECT, THE SECURITIES ARE SOLD PURSUANT SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSTHE COMPANY. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERSOTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (ivc) Purchaser acknowledges The certificates representing the Securities will also contain legends in substantially the forms referred to in Sections 3.11(i) and 3.11(j), to the extent applicable. (d) Other than the legends specified in Sections 9.10(b)-(c), except as otherwise required by applicable law, certificates evidencing any Warrant Shares shall not contain any legend: (i) following a sale or transfer of such Warrant Shares pursuant to an effective registration statement; (ii) following a sale or transfer of such Warrant Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company); or (iii) while such Warrant Shares are eligible for sale without volume limitations pursuant to Rule 144. If an Investor shall make a sale or transfer of Warrant Shares either (x) pursuant to and in compliance with Rule 144 or (y) pursuant to a registration statement, and in each case shall have delivered to the Company or the Company’s transfer agent the certificate representing such Warrant Shares that are the subject of such sale or transfer, a representation letter in customary form and an investment opinion of counsel reasonably acceptable to the Company with respect to the proposed transfer (the date of such sale or transfer and Warrant Shares delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to such Investor a certificate representing such Warrant Shares that is free from all restrictive or other legends, other than the legends set forth in Sections 9.10(b)-(c) or are otherwise required by applicable law, by the third Trading Day following the Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time certificates representing such Warrant Shares are received free from restrictive legends, other than the legends set forth in Sections 9.10(b)-(c) or are otherwise required by applicable law, the Investor or any third party on behalf of such Investor is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock (and purchases such shares) to deliver in satisfaction of a sale by such Investor of such Warrant Shares (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for such shares of Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by such Investor as a result of the sale to which such Buy-In relates. Such Investor shall provide the Company written notice indicating the amounts payable to such Investor in respect of the Buy-In. Notwithstanding the foregoing, the provisions related to the Buy-In shall only apply if the Investor has delivered the duly completed and executed requisite documentation, satisfactory to the Company and its transfer agent, to effect the removal of the legends specified in Sections 9.10(b)-(c) and/or in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject Warrants. (e) Notwithstanding anything contained herein to the satisfaction of certain conditions and that such Rule is contrary, the Company shall not now available and, be obligated to transfer (or to cause or permit its transfer agent to transfer) any Securities in the future, may not become available for resale violation of any of applicable laws, including the Shares. Purchaser Australian Corporations Xxx 0000, or to remove any legend from any instrument or certificate evidencing or representing any Securities that is an “accredited investor” as defined in Rule 501 of the Securities Actrequired under any applicable law to placed on such instrument or certificate.

Restricted Securities. In the event that the Shelf Registration Statement has not been declared effective by the SEC on or before the Closing Date, each Purchaser represents and warrants that: (i) Purchaser Each of the Purchasers has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(1) of exemption from registration under the Securities Act and/or Rule 506 of Regulation D thereunderAct, and that the Company’s Sellers' reliance upon the Section 4(a)(24(1) and/or Rule 506 of Regulation D exemption from registration is predicated predicted in part on such Purchaser Purchaser's representations as contained herein. Each Purchaser acknowledges that the Shares will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, unless an applicable exemption from registration is available. (ii) Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s 's own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Each Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR ANY OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Each Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. . (v) Each Purchaser is an “"accredited investor” " as defined in under Rule 501 of under the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares Securities purchased hereunder, including the Conversion Shares, are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act or any other applicable securities laws Act, and that the Shares are being offered and sold pursuant to Section 4(a)(2) none of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will can be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof sold or transferred unless they are first registered under the Securities Act and applicable such state and other securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, as may be applicable or an applicable exemption from registration under the Securities Act is available. available (ii) Purchaser represents and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities Act, shares of Series E Preferred Stock and the Conversion Shares will bear a restrictive legend in a manner which would require registration form as set forth below and hereby consents to the transfer agent for the Company’s Common Stock making a notation on its records to implement the restrictions on transfer described herein. Holder further understands that except as provided in the Transaction Documents: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently registered thereunder; (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) except as set forth in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act, which permits limited resale of restricted Act or any state securities subject laws or to comply with the satisfaction of certain terms and conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actexemption thereunder.

Restricted Securities. (i) 4.4.1 Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares Units are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. D. Purchaser acknowledges that the Shares Securities when issued will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of either an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, or an applicable exemption from such registration is availablerequirements. Notwithstanding the foregoing, the Company shall not have any right to approve, reject or prevent any transfer or opinion. (ii) 4.4.2 Purchaser represents that Purchaser it is acquiring the Shares Units for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Purchaser understands and acknowledges that the certificates representing the Shares Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED SECURTIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BEEN REGISTERED BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN SHALL HAVE BECOME EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES WITH RESPECT THERETO OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH THE REGISTRATION REQUIREMENTSREQUIREMENTS OF THE ACT. NOTWITHSTANDING THE FOREGOING, NO THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES AND ANY TRANSFER OF THIS CERTIFICATE NEED NOT REQUIRE NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSISSUER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Such Purchaser has been advised understands that none of the Shares Purchased Securities have been not been, and will not upon issuance be, registered under the Securities Act and such Purchaser will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any other applicable securities laws and that of the Shares are being offered and sold Purchased Securities unless (i) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to an effective registration statement under the Securities Act. None , (ii) such Purchaser provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that a sale, assignment or transfer of the Shares Purchased Securities may be resold in the absence of an effective made without registration thereof under the Securities Act and applicable state securities laws unless, in the opinion transferee agrees to be bound by the terms and conditions of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view tothis Agreement, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) such Purchaser understands provides the Company with reasonable assurances (in the form of seller and acknowledges broker representation letters) that the certificates representing Purchased Shares or the Shares will bear substantially Warrant Shares, as the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933case may be, AS AMENDED can be sold pursuant to (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (iA) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject as such rule may be amended from time to the satisfaction of certain conditions and that such time ("Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in 144") or (B) Rule 501 of 144(k) promulgated under the Securities Act, in each case following the applicable holding period set forth therein. Notwithstanding anything to the contrary contained in this Agreement, including but not limited to in Section 5(c)(i) below, such Purchaser may transfer (without restriction and without the need for an opinion of counsel) the Purchased Shares or the Warrant Shares, as the case may be, to its Affiliates (as defined below) provided that each such Affiliate is an "accredited investor," as such term is defined in Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an "Affiliate" of any specified Purchaser means any other person or entity which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, such specified Purchaser. For purposes of this definition, "control" as used with respect to any person or entity means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

Restricted Securities. (i) The Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s 's reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser the Purchaser's representations as contained herein. . 4.4.1 The Purchaser is an "accredited investor" as defined under Rule 501 of the Securities Act. 4.4.2 The Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state or country and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.3 The Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities lawsAct. (iii) 4.4.4 The Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendlegend or a reasonable facsimile thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.5 The Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. The Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised Seller understands that none of the any Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will issued hereunder shall be issued characterized as “restricted securities” under the federal securities laws inasmuch as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold in the absence of an effective with registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, only in a manner which would require registration under the Securities Act or certain limited circumstances. Seller understands that any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will issued may bear substantially the following or similar legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN THEY MAY NOT BE SOLD, DISTRIBUTEDOFFERED FOR SALE, ASSIGNEDPLEDGED, OFFEREDHYPOTHECATED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH TRANSACTION INVOLVING SAID SECURITIES ACT OR (ii) THE SECURITIES ARE UNLESS SOLD PURSUANT TO AN EXEMPTION FROM RULE 144 UNDER SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGACT.” In addition, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” Seller understands that Shares may bear the following or similar legend in compliance with applicable Canadian securities laws (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the futureevent that no physical certificates are issued, may not become available for resale of any the below constitutes written notice of the Shares. Purchaser is an legend restriction under applicable Canadian securities laws): “accredited investor” as defined in Rule 501 of the Securities ActUNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY TO OR FOR THE BENEFIT OF A CANADIAN PURCHASER UNTIL THE DATE THAT IS FOUR MONTHS AND A DAY AFTER AUGUST 7, 2015.

Restricted Securities. RESTRICTIONS ON TRANSFER The Company and the Seller hereby acknowledge and agree to the following: (ia) Purchaser has been advised Seller acknowledges that none he is aware that the issuance of the Shares have Common Stock in connection with the Agreement has not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser Seller is acquiring the Shares Common Stock hereunder for Purchaser’s his own account, and not as nominee or agent, for investment purposes only account and not with a view to, or for sale in connection with, to a distribution, as that term is used in distribution within the meaning of Section 2(11) of the Securities Act. The Common Stock acquired by Seller shall be subject to the restrictions of the Buyer’s Xxxxxxx Xxxxxxx Policy and all applicable United States securities trading laws and regulations. Seller has such knowledge and experience in financial and business matters in general and investments in particular so as to be capable of evaluating the merits and risks of the acquisition of the Common Stock hereunder, and Seller has been advised by persons sophisticated in a manner which would require registration under these matters and has retained legal counsel in connection with the Securities Act or any state securities lawstransactions contemplated hereby. (iiib) Purchaser understands and acknowledges Until the earlier date that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares Common Stock is not liquid and is transferable only eligible for resale under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act (“Rule 144”) or the Registration Statement defined below is declared effective, all certificates representing Common Stock issued hereunder shall bear the following legend: “The shares of SecureAlert, Inc. have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be sold or otherwise disposed of except pursuant to an effective registration statement under such Act and applicable state securities laws or there is presented to SecureAlert, Inc. an opinion of counsel reasonably satisfactory to SecureAlert, Inc. to the effect that registration is not required.” (c) Except as otherwise provided in this Agreement, Seller hereby agrees not to sell, offer, contract or grant any option to sell (including without limitation any short­sale) pledge, transfer, establish a “put­equivalent position” within the meaning of Rule 16a­ 1(h) under the Exchange Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale or otherwise dispose of any of the Shares. Purchaser is an “accredited investor” Restricted Stock received as defined in Rule 501 a result of the Securities ActStock Purchase Price for a period commencing on the Closing Date and continuing for a period through and including the second anniversary of the Closing Date. For the removal of doubt, this section shall not apply with respect to the Initial Buyer Shares which shall be freely tradable provided that an applicable exemption from registration exists.

Restricted Securities. (i) Purchaser has been advised that none The shares of Series B Preferred Stock issued upon the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares Conversion are being offered and sold issued pursuant to Section 4(a)(2) an exemption from the prospectus delivery and registration requirements of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None Each Preferred Holder acknowledges and agrees, as of the Shares may be resold in date hereof and the absence Conversion Date, that: (a) the shares of an effective registration thereof Preferred Stock held by such Preferred Holder are restricted securities within the meaning of Rule 144 promulgated under the Securities Act and applicable state that the shares of Series B Preferred Stock issued upon the Conversion are also restricted securities laws unlesswithin the meaning of Rule 144 promulgated under the Securities Act; and (b) the shares of Series B Preferred Stock issued upon the Conversion may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and a transaction not as nominee or agent, for investment purposes only and not with a view subject to, or for sale in connection with, a distribution, as that term is used in Section 2(11) the registration requirements of the Securities Act, and in a manner which would require registration under the Securities Act or any state each case only in accordance with all applicable securities laws. (iii) Purchaser understands and acknowledges that . Accordingly, the certificates representing the Shares will shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear any legend that is required by the “blue sky” laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND OR APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiII) THE SECURITIES ARE UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. GLOBAL EMPLOYMENT HOLDINGS, INC. IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OF CAPITAL STOCK. PURSUANT TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, GLOBAL EMPLOYMENT HOLDINGS, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH SALE PREFERENCES AND/OR TRANSFERS.” (iv) Purchaser RIGHTS. Furthermore, each Preferred Holder acknowledges and agrees that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must shares of Series B Preferred Stock received upon the Conversion shall be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions restrictions set forth in the Shareholders’ Agreement, and that such Rule is not now available andthe certificate representing the shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear a restrictive legend in substantially the following form: THE VOTING, in the futureSALE, may not become available for resale of any of the SharesTRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActAND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.

Restricted Securities. The Registered Holder acknowledges and understands that --------------------- the Warrant and Warrant Shares constitute restricted securities under the Act and must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. Transfers, etc. --------------- This Warrant may be assigned by the Registered Holder to an "accredited investor," as defined in Rule 501(a) of the Act, upon the execution and delivery to the Company of the assignment form annexed hereto, subject to any restrictions imposed by applicable securities laws. The Warrant Shares shall not be sold or transferred unless either (i) Purchaser has been advised that none of the Shares they first shall have been registered under the Securities Act Act, or any other applicable securities laws and that (ii) the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of Company first shall have been furnished with an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an applicable exemption from registration entity to a wholly owned subsidiary of such entity, a transfer by a Registered Holder which is available. a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the -------- transferee in each case agrees in writing to be subject to the terms of this Section 5, or (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not a transfer made in accordance with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration Rule 144 under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates Act. Each certificate representing the Warrant Shares will shall bear a legend substantially in the following legendform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (iiACT. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is availableAct. Purchaser is aware The Company will maintain a register containing the name and address of the provisions Registered Holder of Rule 144 promulgated under this Warrant. The Registered Holder may change its address as shown on the Securities Act, which permits limited resale of restricted securities subject warrant register by written notice to the satisfaction of certain conditions and that Company requesting such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actchange.

Restricted Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following: ● Investor realizes that, unless subject to an effective registration statement, the Subscription Shares and Sponsor Shares cannot readily be sold as they will be restricted securities and therefore the Sponsor Shares must not be accepted unless Investor has liquid assets sufficient to assure that Investor can provide for current needs and possible personal contingencies; ● Investor understands that, because SPAC is a former “shell company” as contemplated under paragraph (i) Purchaser has been advised that none of Rule 144, regardless of the Shares have been registered under the Securities Act or any other applicable securities laws and amount of time that the Investor holds the Subscription Shares are being offered and sold pursuant to Section 4(a)(2) Sponsor Shares, sales of the Securities Act and/or Rule 506 of Regulation D thereunder, Subscription Shares and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Sponsor Shares will may only be issued as “restricted securities” as defined by made under Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to upon the satisfaction of certain conditions conditions, including that SPAC is no longer a ‘shell company’ and that such SPAC has not been a ‘shell company’ for at least the last 12 months—i.e., that no sales of Subscription Shares and Sponsor Shares can be made pursuant to Rule 144 until at least 12 months after the De-SPAC; and SPAC has filed with the United States Securities and Exchange Commission (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; ● Investor confirms and represents that it is not now available andable (i) to bear the economic risk of the Subscription Shares and Sponsor Shares, (ii) to hold the Subscription Shares and Sponsor Shares for an indefinite period of time, and (iii) to afford a complete loss of the Subscription Shares and Sponsor Shares; and ● Investor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subscription Shares and Sponsor Shares in substantially the following form: The SPAC (or the surviving entity following the De-SPAC Closing) shall take all steps necessary in order to remove the legend referenced in the future, may not become available for resale preceding paragraph from the Subscription Shares and Sponsor Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription Shares and Sponsor Shares or (b) any of other applicable exception to the Shares. Purchaser is an “accredited investor” as defined restrictions described in Rule 501 of the Securities Actlegend occurs.

Restricted Securities. (ia) Purchaser has been advised that none Seller is an “Accredited Investor” as defined in Regulation D promulgated under the Securities Act. All of the information provided by Seller in response to the Accredited Investor Questionnaire provided by the Company (the “Questionnaire”) is true and correct. (b) The INIS Shares have been registered under are being acquired for Seller’s own account for investment, with no intention of distributing or selling any portion of the INIS Shares within the meaning of the Securities Act and will not be transferred by Seller in violation of the Securities Act or any other the then applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to rules or regulations under the Securities Act. None No one other than Seller has any interest in or any right to acquire the INIS Shares subject to this Agreement. Seller understands and acknowledges that Buyer will have no obligation to recognize the ownership, beneficial or otherwise, of the INIS Shares may be resold subject to this Agreement by anyone but Seller. (c) Seller’s financial condition is such that Seller is able to bear the risk of holding the INIS Shares for an indefinite period of time and the risk of loss of Seller’s entire investment in Buyer. (d) Seller has performed its own due diligence investigation with respect to the acquisition of the INIS Shares to the extent Seller deemed necessary or desirable. In connection with such investigation, to Seller’s knowledge, Buyer has provided Seller with such assistance as it has requested, and has made available all additional information that Seller has requested in connection with the INIS Shares and the transactions contemplated hereby. Seller has been afforded an opportunity to ask questions of and receive answers from Buyer concerning the terms and conditions of this Agreement and the acquisition of the INIS Shares, and the opportunity to obtain any additional information (to the extent Buyer has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information otherwise furnished by Buyer. (e) Seller has received, has read, understands and is familiar with this Agreement. No representations or warranties have been made to Seller by Buyer or any shareholder, officer, director, employee, agent or representative of Buyer, other than as set forth in this Agreement. (f) Seller is a sophisticated investor with extensive experience in making investments in securities similar to the INIS Shares. Seller acknowledges that the investment in the absence INIS Shares is speculative and involves a high degree of risk of loss of the entire investment in Buyer. Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of acquisition of the INIS Shares and of making an effective registration thereof under informed investment decision with respect thereto. (g) Seller’s rights to transfer the INIS Shares are restricted by the Securities Act Act, and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory laws. The INIS Shares have not been registered pursuant to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities lawsact in reliance on an exemption for private offerings. (iiih) Purchaser Seller understands and acknowledges that the certificates representing INIS Shares may bear any one or more of the Shares will bear substantially following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the INIS Common Stock represented by the certificate so legended; and (b) the following legend: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR APPLICABLE STATE LAWIN CONNECTION WITH, AND THE SALE OR DISTRIBUTION THEREOF. NO INTEREST THEREIN TRANSFER MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGOF 1933, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSAS AMENDED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised Each Investor understands that none of the Shares Securities have not been registered under the Securities Act or any other applicable securities laws and that Act, by reason of a specific exemption from the Shares are being offered and sold pursuant to Section 4(a)(2) registration provisions of the Securities Act and/or Rule 506 which depends upon, among other things, the bona fide nature of Regulation D thereunder, the investment intent and the accuracy of each Investor’s representations as expressed herein. Each Investor understands that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as Securities are “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , inasmuch as they are being acquired from the Shares Company or New Esmark in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances and each Investor agrees not to transfer the absence of Securities unless such transfer is made: (i) pursuant to an effective registration thereof statement under the Securities Act; (ii) to the Company or New Esmark; (iii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act and in compliance with local laws; or (iv) within the United States (A) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws unlesslaws, in and each Investor shall be required to furnish to the Company or New Esmark an opinion to such effect from counsel of counsel recognized standing reasonably satisfactory to the CompanyCompany or New Esmark prior to such offer, an applicable exemption from registration is available. sale or transfer or (iiB) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would transaction that does not require registration under the Securities Act or applicable state securities laws, and each Investor shall be required to furnish to the Company or New Esmark an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer. Each Investor acknowledges that, the Company and New Esmark have no obligation to register or qualify the Securities for resale except as set forth in Section 6 hereof and that the Company or New Esmark are required to refuse to register any transfer not made in accordance with the provisions of this Section 6. Each Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, and on requirements relating to the Company or New Esmark which are outside of such Investor’s control, and which the Company or New Esmark are under no obligation and may not be able to satisfy. Each Investor also acknowledges that the documentation representing the Securities shall bear restrictive legends as required under applicable federal and state securities laws. The provisions of this Section 6 shall survive the Closing. b) The parties hereto acknowledge that if (i) the transactions contemplated by that certain Agreement and Plan of Merger and Combination by and among Parent, Esmark Incorporated, New Esmark and the other parties thereto dated March 16, 2007 (the “Merger”) are not consummated or if such agreement is terminated, then pursuant to the terms of the Notes, there shall be no exchange of the Notes for the Conversion Shares and New Esmark shall have no rights, duties or obligations hereunder or under the Notes, and (ii) the exchange of the Notes for the Conversion Shares is intended to be a part of the Merger and is intended to be governed by Section 351 of the Internal Revenue Code. c) Each Investor acknowledges that the Notes and any certificates evidencing the Conversion Shares will bear a legend substantially as set forth below, in addition to any legends required by any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “NEITHER THESE SECURITIES NOR THE SECURITIES EVIDENCED BY THIS CERTIFICATE FOR WHICH THESE SECURITIES ARE EXCHANGEABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EFFECT, THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT SUBSTANCE OF THE COMPANY WHICH SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSREASONABLY ACCEPTABLE TO THE COMPANY.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to the so-called "Section 4(a)(24(1 1/2) exemption" of the Securities Act and/or Rule 506 of Regulation D thereunderAct, and that the Company’s Sellers' reliance upon the so-called "Section 4(a)(24(1 1/2) and/or Rule 506 of Regulation D exemption" is predicated in part on such Purchaser the Purchaser's representations as contained herein. . 4.4.1 The Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act. 4.4.2 The Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be issued sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.3 The Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.4 The Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.5 The Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. The Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised that none Upon original issuance thereof, and until such time as the same is no longer required hereunder or under the applicable requirements of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unlessor blue sky laws, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) any certificate issued representing any of the Securities ActPreferred Shares or the Conversion Shares (including, without limitation, all certificates issued upon transfer or in a manner which would require registration under the Securities Act exchange thereof or any state securities laws. (iiiin substitution therefor) Purchaser understands and acknowledges that the certificates representing the Shares will shall bear substantially the following legend: “"THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE THE SECURITIES LAWS OF ANY STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES THEY ARE SO REGISTERED OR (ii) THE SECURITIES ARE SOLD PURSUANT TO UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSIS AVAILABLE.”" (ivb) The certificates representing the Preferred Shares or the Conversion Shares (including, without limitation, any certificate issued upon transfer or in exchange thereof or in substitution therefor) shall also bear any legend required under any applicable state securities or blue sky laws. (c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Preferred Shares in order to implement the restrictions on transfer set forth in this Section 5.1. (d) Each of the Purchasers shall submit any and all certificates representing Equity beneficially owned by such Purchaser acknowledges or any of its Affiliates to the Company so that an investment the legend or legends required by this Section 5.1 may be placed thereon. (e) The Company shall not incur any liability for any delay in recognizing any transfer of Equity if the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges Company in good faith reasonably believes that such securities must transfer may have been or would be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware in violation in any material respect of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted applicable state securities subject to the satisfaction of certain conditions and that or blue sky laws, or this Agreement. (f) After such Rule is not now available and, in the future, may not become available for resale of time as any of the legends described by this Section 5.1 are no longer required on any certificate or certificates representing the Preferred Shares or the Conversion Shares. Purchaser is an “accredited investor” as defined in Rule 501 , upon the request of the Securities Actrespective Purchaser, the Company will cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear such legend.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Taicom understands that the Shares IAO Common Stock are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , in as much as they are being acquired from the Shares may be resold Company in the absence of an effective registration thereof a transaction not involving a public offering and that under the Securities Act and applicable state regulations there under such securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or any state securities laws. (iii) Purchaser only in certain limited circumstances. In this connection, Taicom represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and acknowledges by the Securities Act. Taicom also understands that the certificates representing evidencing the Shares IAO Common Stock will bear substantially the following legendlegend set forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT (iI) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiIII) UPON THE SECURITIES ARE SOLD PURSUANT DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO AND/ OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSCOMPLIANCE IS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of Each certificate representing Company Shares issued to the Shares have been registered under Sellers and ESAPI shall be endorsed with the Securities Act or following legends, in addition to any other legend required placed thereon by applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee federal or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE ARE BEING OFFERED TO INVESTORS WHO ARE NOT BEEN REGISTERED U.S. PERSONS ( AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTION MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED CONDUCTED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) IN COMPLIANCE WITH THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGACT.” Each of the Sellers and ESAPI understands that the Company Shares may not be sold, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered transferred, or otherwise disposed of without registration under the Securities Act or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from such registration is availableunder the Act, the Company Shares must be held indefinitely. Purchaser Each of the Sellers and ESAPI is aware of that the provisions of Company Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act, which permits limited resale Act unless all of restricted securities subject the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the satisfaction of certain conditions and that such Rule is not now available and, in public about the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActCompany.

Restricted Securities. (ia) Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein which are partially dependent on the information 8094842v1 provided by Purchasers’ investors. Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iib) Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiic) Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (ivd) Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Each Grantor recognizes that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Administrative Agent may be resold unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions contained in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountor otherwise, and not as nominee may be compelled to resort to one or agentmore private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment purposes only and not with a view toto the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, or for notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in connection with, a distribution, as that term is used in Section 2(11) commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities Act, in a manner which would require registration under for the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that period of time necessary to permit the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that Issuer thereof to register such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated for public sale under the Securities Act, which permits limited resale or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of restricted securities subject all or any portion of the Pledged Securities pursuant to the satisfaction of certain conditions this Section 6.7 valid and binding and in compliance with any and all other applicable Governmental Requirements. Each Grantor further agrees that such Rule is not now available and, in the future, may not become available for resale a breach of any of the Shares. Purchaser is covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the other Secured Persons, that the Administrative Agent and the other Secured Persons have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an “accredited investor” as defined in Rule 501 action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Securities ActCredit Agreement.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares Units are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares Units for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Securities, when issued, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. 4.4.5 The representations made by each Purchaser on the Purchaser Signature Page are true and correct.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and I understand that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is an illiquid investment. In particular, I recognize that: 1. I must bear the economic risk of investment in the Shares for an indefinite period of time, since the Shares have not liquid and is transferable only been registered for sale under limited conditions. Purchaser acknowledges that such securities must the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, cannot be held indefinitely sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is availableavailable and a favorable opinion of counsel for the Company to that effect is obtained (if requested by the Company). 2. Purchaser is aware I consent to the affixing by the Company of such legends on certificates representing the Shares and the underlying securities as any applicable federal or state securities law may require from time to time. 3. I represent and warrant to the Company that: a. I have carefully reviewed and understand the risks of, and other considerations relating to, a purchase of Shares, including, but not limited to, the risks set forth under “Risk Factors” in the Memorandum. b. I have been afforded the opportunity to obtain any information necessary to verify the accuracy of any representations or information set forth in the Memorandum and have had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the provisions Shares and anything set forth in the Memorandum; c. I have not been furnished any offering literature by the Company or any of Rule 144 promulgated under its affiliates, associates or agents other than the Securities ActMemorandum, and the documents referenced therein; d. I am acquiring the Shares for which permits limited resale of restricted securities subject I am subscribing for my own account, as principal, for investment and not with a view to the satisfaction resale or distribution of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of all or any part of the Shares; e. The undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly qualified to purchase and hold the Shares, (ii) has obtained such additional tax and other advice that it has deemed necessary in connection with this purchase, (iii) has its principal place of business at its residence address set forth in the Subscription Agreement, and (iv) has not been formed for the specific purpose of acquiring the Shares (although this may not necessarily disqualify the subscriber as an investor). Purchaser is an “accredited investor” The persons executing the Subscription Agreement, as defined in Rule 501 well as all other documents related to the Offering, represent that they are duly authorized to execute all such documents on behalf of the Securities Actentity. (If the undersigned is one of the aforementioned entities, it agrees to supply any additional written information that may be required); f. All of the information which I have furnished to the Company or which is set forth in the Subscription Agreement is correct and complete as of the date of the Subscription Agreement. If any material change in this information should occur prior to my subscription being accepted, I will immediately furnish the revised or corrected information; g. I further agree to be bound by all of the terms and conditions of the Offering described in the Memorandum; and h. I am the only person with a direct or indirect interest in the Shares subscribed for by the Subscription Agreement. i. I am aware no federal or state agency has reviewed or passed upon the adequacy of the offering of Shares, made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Shares as an investment.

Restricted Securities. Investor understands that the Common Shares (ithe “Securities”) Purchaser has been advised that none of the Shares are “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Common Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN ) NOR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, DISTRIBUTEDOFFERED FOR SALE, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACT.” (iv) Purchaser ” The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Shares “against the box” prior to the effective date of a registration statement registering the re-sale of the Common Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, without limiting the restrictions set forth herein, the Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Common Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. (i) Purchaser has been advised that none of The Parent Common Stock to be issued ------------ --------------------- hereunder, upon issuance and transfer to the Shares Subsidiary Shareholders, will not have been registered "registered" and therefore will be "restricted securities", as those terms are used under the Securities Act or any other applicable securities laws of 1933, as amended (the "1933 Act"), and that the Shares are being offered rules and sold pursuant to Section 4(a)(2) regulations thereunder. By execution of this Reorganization Agreement, each of the Securities Act and/or Rule 506 of Regulation D thereunderSubsidiary Shareholders agrees, represents and warrants that the Company’s reliance upon Section 4(a)(2(a) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None his acquisition of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration Parent Common Stock hereunder is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agentinvestment only, for investment purposes only his own account (both of record and beneficially) and not with a view to, or for sale in connection with, a to "distribution, " as that term is used in Section 2(11under the 1933 Act; (b) that his Parent Common Stock may not be transferred or disposed of unless the Parent receives an opinion of Subsidiary Shareholders' counsel, at the request of the Securities ActPresident of Parent, in a manner which would require satisfactory to Parent and its counsel, that such transfer or other disposition can be made without registration under the Securities 1933 Act or any and all applicable federal and state securities laws. ; and (iiic) Purchaser understands that he or she will not sell or otherwise dispose of any of his Parent Common Stock without compliance with this Reorganization Agreement and acknowledges that either registration under or other compliance with the certificates representing aforesaid Act, all other applicable federal and state securities laws, and the Shares will rules and regulations thereunder. Parent Common Stock to be issued hereunder shall bear a legend substantially the following legendas follows: “THE SECURITIES EVIDENCED SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE UNDER ANY STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLDTRANSFERRED UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL, DISTRIBUTEDAT THE REQUEST OF THE PRESIDENT, ASSIGNEDSATISFACTORY TO THE CORPORATION AND ITS COUNSEL, OFFEREDTHAT SUCH TRANSFER OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. BY ACQUIRING THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, PLEDGED THE STOCKHOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES OF STOCK FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE DISPOSE OF THE SHARES OF STOCK WITHOUT REGISTRATION STATEMENT UNDER OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSRULES AND REGULATIONS THEREUNDER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Lilly understands that (ia) Purchaser the Note has been advised not been, and that none the Loan Conversion Shares will not be, registered under the Securities Act by reason of a specific exemption therefrom, that such securities must be held by it indefinitely and that Lilly must, therefore, bear the Shares have been economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (b) any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) transfer of the Securities Act and/or Rule 506 Loan Conversion Shares, if issued, will be subject to the provisions of Regulation D thereunderthe Registration Rights Agreement; and (c) each certificate representing the Loan Conversion Shares, if issued, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares Note will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to endorsed with the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available.following legends: (iii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”)") AND MAY NOT BE OFFERED, SOLD OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTEDOTHERWISE TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND APPLICABLE STATE SECURITIES LAWS COVERING ANY ITS COUNSEL THAT SUCH TRANSACTION INVOLVING SAID SECURITIES OR REGISTRATION IS NOT REQUIRED; (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”Any legend required to be placed thereon pursuant to the Registration Rights Agreement; (iviii) Purchaser acknowledges that an investment Any legend required to be placed thereon by Amylin's Bylaws or under applicable state securities laws; and and (c) Amylin will instruct any transfer agent not to register the transfer of the Note or the Loan Conversion Shares (or any portion thereof) unless the conditions specified in the Shares foregoing legends are satisfied, until such time as a transfer is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under made in compliance with the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions Registration Rights Agreement and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actthis Loan Agreement.

Restricted Securities. (i) 5.1 NO TRANSFER UNLESS REGISTERED OR EXEMPT. Purchaser has been advised understands that none of the Purchaser may not transfer any Shares have been unless such Shares are registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof qualified under the Securities Act and applicable state securities laws or unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption exemptions from such registration is and qualification requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is aware under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the provisions of Shares in the amounts or at the times proposed by Purchaser. 5.2 SEC RULE 144. In addition, Purchaser has been advised that SEC Rule 144 l44 promulgated under the Securities Act, which permits certain limited resale sales of restricted securities subject unregistered securities, is not presently available with respect to the satisfaction of certain conditions and that such Rule is not now available Shares and, in any event, requires that the futureShares be held for a minimum of two years, and in certain cases three years, after they have been purchased and paid for (within the meaning of Rule 144). [[NOTE FOR PREPARATION OF SPECIFIC EXERCISE 5 AGREEMENT: USE THE FOLLOWING IF SHARES ARE PURCHASED WITH A NOTE:] [PURCHASER UNDERSTANDS THAT SHARES PAID FOR WITH A NOTE MAY NOT BE DEEMED TO BE FULLY "PAID FOR" WITHIN THE MEANING OF RULE 144 UNLESS CERTAIN CONDITIONS ARE MET AND THAT, ACCORDINGLY, THE RULE 144 HOLDING PERIOD OF SUCH SHARES MAY NOT BEGIN TO RUN UNTIL SUCH SHARES ARE FULLY PAID FOR WITHIN THE MEANING OF RULE 144]. Purchaser understands that Rule l44 may not become available for resale of any indefinitely restrict transfer of the Shares. Shares so long as Purchaser is remains an “accredited investor” "affiliate" of the Company or if "current public information" about the Company (as defined in Rule 501 of the Securities Act144) is not publicly available.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws Each Seller understands and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Payment Shares will be issued it is receiving are characterized as “"restricted securities” " under the federal securities laws inasmuch as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges only in certain limited circumstances. In this regard, each Seller represents that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares it is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of familiar with Rule 144 promulgated under the Securities Act ("Rule 144"), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each Seller further acknowledges that the issuance of the Payment Shares is intended to be exempt from registration under the Securities, which permits limited resale by virtue of restricted securities subject Section 4(2) of the Securities Act. In furtherance thereof, such Seller represents and warrants to Buyer and Acquisition Corp. as follows: (i) Such Seller realizes that the basis for the exemption may not be present if, notwithstanding any representations and/or warranties to the satisfaction of certain conditions and that contrary herein contained, such Rule is not now available and, Seller has in mind merely acquiring the Payment Shares for a fixed or determinable period in the future, may or for a market rise, or for sale if the market does not become available rise; (ii) Such Seller has the financial ability to bear the economic risk of his investment, has adequate means for resale of any of providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in Buyer; and (iii) Such Seller (together with such Seller's Seller Representative(s) (which term is used herein with the Shares. Purchaser is an “accredited investor” same meaning as defined given in Rule 501 501(h) of Regulation D promulgated under the Securities Act), if any), has such knowledge and experience in financial, and business matters as to be capable of evaluating the merits and risks of an investment in the Payment Shares. If such Seller has appointed a Seller Representative, such Seller has been advised by such Seller Representative as to the merits and risks of an investment in Buyer in general and the suitability of an investment in the Payment Shares for such Seller in particular.

Restricted Securities. (i) 4.4.1 Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein which are partially dependent on the information provided by Purchasers’ investors. Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Bxxxxxxxxx: (ia) Purchaser has been advised that none Understands the meaning of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by under SEC Rule 144 promulgated pursuant to 144, knows that they are not freely tradeable and acknowledges that the Securities Act. None SCS 12 Month Shares being received in this exchange comprise “restricted securities,” without any obligation on the part of the Shares may be resold in Company to register the absence resale of an effective registration thereof under such common stock with the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available.SEC; (iib) Purchaser represents Acknowledges that Purchaser is acquiring the SCS 12 Month Shares are being received for Purchaser’s own account, and not as nominee or agent, for “investment purposes only and not with a view to, or for sale in connection with, toward further distribution”; (c) Has a distribution, as that term is used in Section 2(11) full and complete understanding of the Securities Act, phrase “for investment purposes and not with a view toward further distribution”; (d) Agrees that the stock transfer records of the Company shall reflect that Bxxxxxxxxx has requested the Company not to effect any transfer of any stock certificate representing the SCS 12 Month Shares being received in a manner which would require registration under the Securities Act or any state exchange hereunder unless an opinion of legal counsel to the effect that such shares may be sold in accordance with applicable securities laws., rules and regulations shall have been first obtained, and further understands that any such opinion must be from legal counsel satisfactory to the Company and, regardless of any opinion, also understand that the securities registration exemption covered by any such opinion must in fact be applicable to such shares; (iiie) Purchaser understands and acknowledges Represents that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an any investment in the Bxxxxxxxxx Shares was “risk capital,” and that he is not liquid fully capable of bearing the economic risks attendant to this exchange, without qualification; and (f) Acknowledges that without approval of legal counsel for the Company, all of such shares to be transferred and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered delivered to him under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Actexchange shall be represented by one certificate only, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available andcertificate shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof, along with a legend indicating the 12 month lock-up period to which the SCS 12 Month Shares are subject, as outlined in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.paragraph E 4 below:

Restricted Securities. (i) Purchaser has been advised Such Investor understands that none neither the shares of Series E Preferred Stock to be issued hereunder nor the shares of Technest Common Stock issuable upon conversion of the Shares shares of Series E Preferred being issued to such Investor hereunder (“Technest Conversion Shares”) have been registered under the Securities Act Act, or any other applicable state securities laws and that law, by reason of their issuance in a transaction exempt from the Shares are being offered and sold pursuant to Section 4(a)(2) registration requirements of the Securities Act and/or Rule 506 of Regulation D thereunderand such laws, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will shares must be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration. The certificates for the shares of Series E Preferred Stock to be issued hereunder and the Technest Conversion Shares shall bear a legend in substantially the form set forth below as well as any other legends required by applicable state securities laws unlesslaw, and such Investor covenants that such Investor shall not transfer shares of Series E Preferred Stock or any Technest Conversion Shares represented by any such certificate without complying with the restrictions on transfer described in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendlegends endorsed on such certificate: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (iA) THERE IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (iiB) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTSOR QUALIFICATION REQUIREMENTS ARE AVAILABLE. NOTWITHSTANDING THE FOREGOINGAS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED IN CONNECTION WITH ANY FOR SUCH SALE OR TRANSFERSTRANSFER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.