Common use of Restrictions on Transfer or Sale of Securities Clause in Contracts

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Investor agrees that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Section 227.501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation Crowdfunding.

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this AgreementSubscription Agreement and the Questionnaire. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement and the Questionnaire (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities Actfor an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates or book entries representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to (i) the provisions of the Operating Agreement relating to the transfer of limited liability company interests and (ii) a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates certificates, if any, representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned has a pre-existing relationship with the Company or an officer, director, manager, employee, referring party or consultant to the Company and acknowledges and agrees that an Investor may from time neither the Company nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) The Investor i. Subscriber is acquiring the Securities solely for the InvestorSubscriber’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor Subscriber understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor Subscriber and of the other representations made by the Investor Subscriber in this Subscription Agreement. The Investor Subscriber understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor . Subscriber understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the Commission thereunder, provide in substance that the Investor Subscriber may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation Crowdfunding, after which certain state restrictions may apply. Subscriber understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Act. Even when the Securities Actbecome freely transferable, a secondary market in the Securities may not develop. Consequently, Subscriber understands that Subscriber must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. Subscriber agrees: (iiiA) The Investor agrees that the Investor Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation Crowdfunding.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities Common Shares or the Warrant Shares pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Investor agrees that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictionsLaws; and (B) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges restrictions and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest any restrictions set forth in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeOffering Documents.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation CF, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation CF.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investor’s undersigned's own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the Commission thereunder, provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Act. Even when the Securities Actbecome freely transferable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation Crowdfunding.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such the Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Investor agrees that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an the Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser the Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the Commission provide thereunder, provided in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation CF, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Act. Even when the Securities Actbecome freely transferable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation CF.

Restrictions on Transfer or Sale of Securities. As applies to Subscriber: (i) The Investor Subscriber is acquiring the Securities solely for the InvestorSubscriber’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor Subscriber understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor Subscriber and of the other representations made by the Investor Subscriber in this Subscription Agreement. The Investor Subscriber understands that the Company each of Issuer 1 and Issuer 2 is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor Subscriber understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor Subscriber may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Acttherefrom. (iii) The Investor agrees Subscriber agrees: (A) that the Investor Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company none of Issuer 1, Issuer 2 and its any of their respective affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation CF, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation CF.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no including any present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws)Securities. The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Subscription Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the Investor understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the Commission’s rules, the Investor may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time and the Securities must be indefinitely held unless subsequently registered under the Securities Act and any applicable state securities or blue sky laws, or sold or otherwise transferred pursuant to exemptions from registration under the Securities Act or such other laws. (iii) The Investor agrees agrees: (A) that the Investor will not sell, assign, distribute, exchange, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Actall applicable state securities laws; (B) that the any certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The Investor acknowledges that neither the Company acknowledges and nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) [During the 90 calendar days immediately following the date of Closing (the “Lock-up Period”), the Investor agrees that an Investor may from time it shall not, and it shall cause each of its affiliates not to, directly or indirectly, (A) offer for sale, sell, pledge or otherwise dispose of any of the Securities, (B) enter into any swap or other derivatives transaction that transfers to time pledge pursuant another, in whole or in part, any of the economic benefits or risks of ownership of the Securities, whether any such transaction described in clause (A) or (B) of this Section 7(e)(v) is to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all be settled by delivery of the Securities or other securities, in cash or otherwise; provided, however, this Section 7(e)(v) shall not restrict transfers of Securities, or any security convertible into shares of Common Stock, to a financial institution Permitted Transferee, provided that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who such Permitted Transferee agrees to be bound by the provisions terms of this Agreement andSection 7(e)(v). For purposes of this Section 7(e)(v), if required under “Permitted Transferee” shall mean, with respect to the terms Investor, (a) an affiliate of the Investor or any investment fund or other entity controlled or managed by the Investor; (b) any trust for the primary benefit of the Investor’s spouse, domestic partner, parents, parents-in-law, siblings, children, grandchildren and any other natural person who occupies the same principal residence as the Investor, and the spouses, domestic partners, descendants and ancestors of each of the foregoing (“Family Member”); provided that, in each case, either (i) such Investor or (ii) a bona fide third-party trustee continues to hold, directly or indirectly, 100% of the voting interests of such arrangement, trust until the death or legal incapacity of such Purchaser may transfer pledged Investor; (c) any entity of which such Investor and any Permitted Transferees or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval Family Members of such Investor collectively are beneficial owners of 100% of the Company and no legal opinion of legal counsel equity interests; provided that, either (i) such Investor or (ii) a bona fide third-party trustee continues to hold, directly or indirectly, 100% of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required voting interests of such pledge.entity until the death or legal incapacity of such Noteholder; or (d) any trust or non-profit corporation that (i) has obtained recognition of its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 and (ii) is controlled by such Investor.]4

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as from the exemption and safe harbor provided under Rule 144 registration requirements of the Securities Act, and the undersigned understands that the Company has no obligation or intention to register any of the Securities or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Securities in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of unless the Securities transaction is registered under the Securities Act and complies with the requirements of all applicable State Securities Laws, or in a the transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 all applicable requirements of the State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities Securities, except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) The undersigned Investor is acquiring the Securities Securities, solely for the Investor’s his, her or its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of any of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The undersigned Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Agreement. The undersigned Investor understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The undersigned Investor understands that the Securities are and will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission SEC provide in substance that the undersigned Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned Investor understands that the Company has no obligation or intention to register any of the Shares or the Conversion Shares (except for the registration rights granted hereunder), or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned Investor understands that under the SEC’s rules, the undersigned Investor may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned Investor. As a consequence, the undersigned Investor understands that he, she or it must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) Intentionally omitted. (iv) The undersigned Investor agrees that the Investor will has not sell, assign, pledge, give, transfer offered or otherwise dispose sold any portion of the Securities purchased hereunder and has no present intention of dividing any such Securities with others or of reselling or otherwise disposing of any interest thereinportion of such Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. (v) The undersigned Investor acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general advertising, such as media advertising or make seminars. (vi) The undersigned Investor acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any offer or attempt time prior to do any the completion of the foregoing, except pursuant offering and to a registration return the previously paid purchase price of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference without interest thereon, to the foregoing restrictions; and that respective subscribers. (vii) The undersigned Investor has not used any person as a “Purchaser Representative” within the Company and its affiliates and transfer agent shall not be required meaning of Regulation D to give effect to any purported transfer of such Securities except upon compliance with represent it in determining whether it should purchase the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeSecurities.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Purchase Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Purchase Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission SEC provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that, except as set forth in the exemption and safe harbor provided under Registration Rights Agreement, the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the SEC’s rules and other than as set forth in the Registration Rights Agreement, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Actall applicable state securities laws; (B) that the certificates representing the Securities will bear a legend substantially in the form set out below, making reference to the foregoing restrictions; and (C) that the Company and Company, its affiliates and transfer agent and their affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The legend on the certificates representing the Securities shall state: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) INSIDE THE UNITED STATES PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (E) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF (C), (D) or (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been been, and are not being, registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.. ​ (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. (iii) The Investor agrees . Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the Investor undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. ​ iii. The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Section 227.501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictionsRegulation Crowdfunding. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.​

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that other than as set forth in Section 10, the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities ActSecurities. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictionsrestrictions (subject to the legend removal requirements described below); and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) The undersigned understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a financial institution that is an “accredited investor” as defined in Rule 501(a) under market to develop. In addition, the Securities Act and who agrees Company does not intend to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval apply for listing of the Company and no legal opinion of legal counsel Warrants on any securities exchange. The undersigned understands that without an active market, the liquidity of the pledgee, secured party or pledgor shall Warrants will be required in connection therewith. Further, no notice shall be required of such pledgelimited.

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities Securities, solely for the Investor’s his, her or its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of any of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are and will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the “SEC”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Shares or the Conversion Shares (except for the registration rights granted hereunder and in the Investors’ Agreement), or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the SEC’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. As a consequence, the undersigned understands that he, she or it must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) Intentionally omitted. (iv) The Investor agrees that the Investor will undersigned has not sell, assign, pledge, give, transfer offered or otherwise dispose sold any portion of the Securities purchased hereunder and has no present intention of dividing any such Securities with others or of reselling or otherwise disposing of any interest thereinportion of such Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. (v) The undersigned acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general advertising, such as media advertising or make seminars. (vi) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any offer or attempt time prior to do any the completion of the foregoing, except pursuant offering and to a registration return the previously paid purchase price of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference without interest thereon, to the foregoing restrictions; and that respective subscribers. (vii) The undersigned has not used any person as a “Purchaser Representative” within the Company and its affiliates and transfer agent shall not be required meaning of Regulation D to give effect to any purported transfer of such Securities except upon compliance with represent it in determining whether it should purchase the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeSecurities.

Restrictions on Transfer or Sale of Securities. (i) The Such Investor is acquiring the Securities solely for the such Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities Conversion Shares or the Warrant Shares pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Such Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the such Investor and of the other representations made by the such Investor in this Agreement. The Such Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Such Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the such Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Such Investor agrees that the such Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an such Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) The Investor i. Subscriber is acquiring the Securities solely for the Investor’s Subscriber's own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor Subscriber understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor Subscriber and of the other representations made by the Investor Subscriber in this Subscription Agreement. The Investor Subscriber understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor . Subscriber understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the Commission thereunder, provide in substance that the Investor Subscriber may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation Crowdfunding, after which certain state restrictions may apply. Subscriber understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to act so as to permit sales pursuant to the Act. Even when the Securities Actbecome freely transferable, a secondary market in the Securities may not develop. Consequently, Subscriber understands that Subscriber must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. Subscriber agrees: (iiiA) The Investor agrees that the Investor Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation Crowdfunding.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no including any present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings understanding with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws)Securities. The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Subscription Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the Investor understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the Commission’s rules, the Investor may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time and the Securities must be indefinitely held unless subsequently registered under the Securities Act and any applicable state securities or blue sky laws, or sold or otherwise transferred pursuant to exemptions from registration under the Securities Act or such other laws. (iii) The Investor agrees agrees: (A) that the Investor will not sell, assign, distribute, exchange, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Actall applicable state securities laws; (B) that the any certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The Investor acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) During the 90 calendar days immediately following the date of Closing (the “Lock-up Period”), the Investor agrees that is an “accredited investor” as defined in Rule 501(ait shall not, and it shall cause each of its affiliates not to, directly or indirectly, (A) under the Securities Act and who agrees to be bound by the provisions of this Agreement andoffer for sale, if required under the terms of such arrangementsell, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval otherwise dispose of the Company and no legal opinion any of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.the

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation CF, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation CF.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investor’s undersigned's own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities and the shares of Common Stock issuable upon conversion, if any, are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor undersigned may dispose of the Securities or the shares of Common Stock issuable upon conversion thereof only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as therefrom, and the exemption and safe harbor provided under Rule 144 undersigned understands that the obligations of the Company to register any of the Securities or any shares of Common Stock issuable upon conversion thereof are limited to the terms and conditions of the Registration Rights Agreement. Accordingly, the undersigned understands that the undersigned may dispose of the Securities principally pursuant to a shelf registration statement effected by the Company pursuant to the terms and conditions of the Registration Rights Agreement or in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Securities, any shares of Common Stock or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to in a registration of the Securities transaction registered under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer sell or grant a security interest in some or all of exchange the Securities to a financial institution it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) The undersigned acknowledges that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of private exchange placement have been mutually negotiated between the Company undersigned and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeCompany.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Purchase Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Purchase Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission SEC provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that, except as set forth in the exemption and safe harbor provided under Registration Rights Agreement, the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the SEC’s rules and other than as set forth in the Registration Rights Agreement, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Actall applicable state securities laws; (B) that the certificates representing evidencing the Securities will bear a legend substantially in the form set out below, making reference to the foregoing restrictions; and (C) that the Company and Company, its affiliates and transfer agent and their affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The legend on the certificates representing the Securities shall state: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) INSIDE THE UNITED STATES PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (E) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF (C), (D) or (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in "private placements" which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as from the exemption and safe harbor provided under Rule 144 registration requirements of the Securities Act, and the undersigned understands that, subject to Section 10 of this Agreement, the Company has no obligation or intention to register any of the Securities or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Securities in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of unless the Securities transaction is registered under the Securities Act and complies with the requirements of all applicable State Securities Laws, or in a the transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 all applicable requirements of the State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities Securities, except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities and the shares of Common Stock issuable upon conversion, if any, are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities or the shares of Common Stock issuable upon conversion thereof only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as therefrom, and the exemption and safe harbor provided under Rule 144 undersigned understands that the Company has no obligation or intention to register any of the Securities or any shares of Common Stock issuable upon conversion thereof, or to take action so as to permit sales pursuant to the Securities Act or the applicable securities laws of any other jurisdiction. Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned may have to bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Securities, any shares of Common Stock or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to in a registration of the Securities transaction registered under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer sell or grant a security interest in some or all of exchange the Securities to a financial institution it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) The undersigned acknowledges that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of private exchange placement have been mutually negotiated between the Company undersigned and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeCompany.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company Issuer is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) which provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom; and the undersigned understands that the Issuer does not have any obligation or intention to register any of the Securities, or to take any affirmative action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including pursuant to Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” that are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which that is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company Issuer and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The Company acknowledges undersigned is not and agrees that for so long as the undersigned holds any Securities (I) will not be (A) an Investor may from time employee benefit plan or other plan subject to time pledge pursuant Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (”ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any entity or other person whose assets constitute (or are deemed for purposes of ERISA or the Code to a bona fide margin agreement with a registered broker-dealer constitute) the assets of any such plan or grant a security interest in some (B) another employee benefit plan subject to U.S. federal, state or all local laws, or non U.S. laws, which are substantially similar to Section 406 of ERISA or Section 4975 of the Code unless the undersigned purchase and holding of the Securities would not violate such substantially similar laws, or (II) is not subject to a financial institution that ERISA and, with respect to the undersigned’s purchase and holding of the Securities, is eligible for coverage under one or more statutory or administrative exemptions from the prohibited transaction rules of ERISA and the Internal Revenue Code. (v) Either (I) the undersigned is not and, for so long as the undersigned holds any Securities, will not be, an “accredited investor” as defined in Rule 501(aemployee benefit plan or other plan subject to Section 406 of ERISA or Section 4975 of the Code, another employee benefit plan subject to U.S. federal, state or local laws, or non-U.S. laws, which are substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity or other person whose assets constitute (or are deemed for purposes of ERISA or the Code to constitute) under the assets of any such plan or (II) the undersigned’s purchase and holding of the Securities Act and who agrees to be bound by the provisions will not constitute or result in a non-exempt prohibited transaction under Section 406 of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged ERISA or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval Section 4975 of the Company and no legal opinion Code, or a non-exempt violation of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of any such pledgesubstantially similar laws.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Rule 144 Securities Act. Accordingly, the undersigned may dispose of the Securities Actpursuant to the Company Agreement and compliance with the Securities Laws.. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) As applies to the Purchaser: 6.5.1. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) 6.5.2. The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. 6.5.3. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. (iv) The undersigned acknowledges that neither the Company nor any other person offered to sell the Securities to the undersigned by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) The undersigned has not engaged in any short sales of the Company’s common stock or instructed any third parties to engage in any short sales of the Company’s common stock on behalf of the undersigned prior to the Closings. The Company acknowledges undersigned covenants and agrees that an Investor may from time the undersigned will not be in a net short position with respect to time pledge pursuant to the Company’s common stock. For purposes of this Section 6, a bona fide margin agreement with “net short position” means a registered broker-dealer or grant a security interest in some or all sale of the Securities to a financial institution Company’s common stock by the undersigned that is an “accredited investor” marked as defined a short sale and that is made at a time when there is no equivalent offsetting long position in Rule 501(a) under the Securities Act and who agrees to be bound Company’s common stock held by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeundersigned.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities Common Shares or the Warrant Shares pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Investor agrees that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (ia) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws Such Contributor Party understands and has no direct or indirect arrangement or understandings with any advised the other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands Equity Recipients that the Securities shares of Acquiror Parent Class B Common Stock and Acquiror Units issuable hereunder have not been (and the shares of Acquiror Parent Class A Common Stock issuable upon exchange therefor have not been) registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent state securities laws and that none of the Investor and shares of the other representations made by the Investor in this AgreementAcquiror Parent Class B Common Stock or Acquiror Units (or any shares of Acquiror Parent Class A Common Stock issued upon exchange therefor) may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance with applicable securities Laws. The Investor Such Contributor Party understands that the Company is Acquiror Parent and Acquiror are relying upon the representations and agreements contained covenants in this Agreement for the purpose purposes of determining whether this transaction Transaction, including the issuance of the Acquiror Parent Class B Common Stock and Acquiror Units (and any shares of Acquiror Parent Class A Common Stock that may be issued upon exchange therefor), meets the requirements for such exemptionsan exemption from registration. (iib) The Investor Such Contributor Party understands and has advised the other Equity Recipients that the Securities are shares of Acquiror Parent Class B Common Stock and Acquiror Units issuable hereunder (and any shares of Acquiror Parent Class A Common Stock issued upon exchange therefor) may constitute “control securities” and will constitute “restricted securities” under applicable federal securities laws Laws and that the Securities Act and the rules of the Commission SEC provide in substance that the Investor such Contributor Party may dispose of the Securities any such shares of Acquiror Parent Class B Common Stock and Acquiror Units (and any shares of Acquiror Parent Class A Common Stock issued upon exchange therefor) only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Investor agrees that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeapplicable securities Laws.

Restrictions on Transfer or Sale of Securities. (i) The Such Investor is acquiring the Securities solely for the such Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities Conversion Shares pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Such Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the such Investor and of the other representations made by the such Investor in this Agreement. The Such Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Such Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the such Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Such Investor agrees that the such Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an such Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) The Investor Purchaser is acquiring the Purchased Securities solely for the InvestorPurchaser’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Purchased Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor Purchaser understands that the Purchased Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor Purchaser and of the other representations made by the Investor Purchaser in this Agreement. The Investor Purchaser understands that the Company Corporation is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor Purchaser understands that the Purchased Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide provide, in substance substance, that the Investor Purchaser may dispose of the Purchased Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the Purchaser understands that the Corporation has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the Purchaser understands that under the Commission's rules, the Purchaser may dispose of the Purchased Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Purchaser. Consequently, the Purchaser understands that the Purchaser must bear the economic risks of the investment in the Purchased Securities for an indefinite period of time. (iii) The Investor agrees Purchaser agrees: (A) that the Investor Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Purchased Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Purchased Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Purchased Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company Corporation and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such the Purchased Securities except upon compliance with the foregoing restrictions. . (iv) The Company Purchaser acknowledges and agrees that an Investor may from time neither the Corporation nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) The Purchaser is not and for so long as the Purchaser holds any Securities (I) will not be (A) an employee benefit plan or other plan subject to Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“accredited investor” ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as defined in Rule 501(aamended (the “Code”), or any entity or other person whose assets constitute (or are deemed for purposes of ERISA or the Code to constitute) under the assets of any such plan or (B) another employee benefit plan subject to U.S. federal, state or local laws, or non U.S. laws, which are substantially similar to Section 406 of ERISA or Section 4975 of the Code unless the Purchaser’s purchase and holding of the Purchased Securities Act and who agrees would not violate such substantially similar laws, or (II) is not subject to be bound by the provisions of this Agreement ERISA and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities with respect to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval Purchaser’s purchase and holding of the Company Purchased Securities, is eligible for coverage under one or more statutory or administrative exemptions from the prohibited transaction rules of ERISA and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeCode.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been been, and are not being, registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, therein or make any offer or attempt to do any of the foregoing, except pursuant to a registration Section 227.501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation Crowdfunding.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act Act, or pursuant to an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except in accordance with the provisions of Regulation S, pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as and all applicable State Securities Laws; (B) not to engage in hedging transactions with regard to the exemption and safe harbor provided under Rule 144 of Securities, unless in compliance with the Securities Act; , (C) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (D) that the Company and its affiliates and transfer agent shall not be are required to give effect refuse to register any purported transfer of such the Securities except upon not made in compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (v) In order to facilitate an “accredited investor” as defined orderly trading market in Rule 501(a) under the Securities Act Company’s securities, in addition to and who not in lieu of any transfer restrictions set forth above, the undersigned agrees to be bound by a one (1) year lockup from the provisions Closing date on the sale of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval any of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeSecurities.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which that depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Subscription Agreement. The Investor understands that the Company Issuer is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and Investor understands that the Issuer has no obligation or intention to register any of the Investment Shares, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, Investor understands that, under the Commission’s rules, Investor may dispose of the Securities principally only in private sales that are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Investor. Further, Investor has been advised that Securities are “restricted securities” and cannot be resold for a period of one year from the time of purchase, during which time, irrespective of any market that may or may not develop for the Securities, the Investor will not be entitled to liquidate his, her or its investment. (iii) The Consequently, Investor agrees understands that Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. (iv) Investor agrees: (A) that Investor will not sell, assign, pledge, give, transfer transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; and (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company Issuer and its representatives and affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. As applies to the undersigned: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Purchase Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Purchase Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission SEC provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that, except as set forth herein and in the exemption and safe harbor provided under Registration Rights Agreement, the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the SEC’s rules and other than as set forth in the Registration Rights Agreement, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Actall applicable state securities laws; (B) that the certificates representing evidencing the Securities will bear a legend substantially in the form set out below, making reference to the foregoing restrictions; and (C) that the Company and Company, its affiliates and transfer agent and their affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The legend on the certificates representing the Securities shall state: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) INSIDE THE UNITED STATES PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (E) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF (C), (D) or (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been been, and are not being, registered under the Securities Act or any State Securities Laws state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor undersigned understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. iii. The undersigned agrees: (iiiA) The Investor agrees that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Section 227.501 of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeRegulation Crowdfunding.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such (and in any case not before one (1) year from the date of subscription hereof), and the undersigned understands that the Company, at this time, has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast over television or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (ia) The Investor undersigned is acquiring being issued the Securities Shares (the securities represented thereby being referred to herein as the “Securities”) solely for the Investor’s his own beneficial account, for investment purposes, and not with a view to, or for for, resale in connection with, with any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (iib) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register the Securities, except for certain registration rights as set forth in Section 8 below, or to take action so as to assist sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private transactions” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. As a consequence, the undersigned understands that he must bear the economic risks of the investment in the Securities for an indefinite period of time. (iiic) The Investor agrees undersigned understands that a limited public market exists for the Investor Common Stock of the Company and a more significant public market may never develop. (d) The undersigned agrees: (A) that he will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities Shares, as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing certificate(s) for the Securities will Shares may bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such Securities shares except upon compliance with the foregoing restrictions. . (e) The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer undersigned has not offered or grant a security interest in some or all sold any portion of the Securities to a financial institution that is Shares with others nor has entered into an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions agreement reselling or otherwise disposing of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval any portion of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeShares.

Restrictions on Transfer or Sale of Securities. (i) i. The Investor Purchaser is acquiring the Securities solely for the InvestorPurchaser’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor Purchaser understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor Purchaser and of the other representations made by the Investor Purchaser in this Subscription Agreement. The Investor Purchaser understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) . The Investor Purchaser understands that the Securities are “restricted securities” from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor Purchaser may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or Act, an exemption therefrom such or as further described in Rule 501 of Regulation CF, after which certain state restrictions may apply. The Purchaser understands that the exemption and safe harbor provided under Rule 144 Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the Purchaser understands that the Purchaser must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) . The Investor Purchaser agrees that the Investor Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration Rule 501 of the Securities under the Securities Act or Regulation CF and in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance manner consistent with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeSubscription Agreement.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “"restricted securities” " under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in "private placements" which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its it affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. As applies to the Investor: (i) The Investor undersigned is acquiring the Securities solely for the Investortheundersigned’s own beneficial account, for investment purposes, and not with a view to, or for orfor resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor understands undersignedunderstands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “"restricted securities” under securities"under applicable federal securities laws and that the Securities Act and the rules of rulesof the U.S. Securities and Exchange Commission (the "Commission") provide in substance that substancethat the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement registrationstatement under the Securities Act or an exemption therefrom such therefrom, and the undersignedunderstands that the Company has no obligation or intention to register any of theSecurities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in "private placements" which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, ,or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Actall applicable State securities laws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its andits affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. . (iv) The undersigned acknowledges that neither the Company acknowledges and agrees that an Investor may from time nor any other person offered to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of sell the Securities to a financial institution that is an “accredited investor” as defined it by means of any form of general solicitationor advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in Rule 501(aany newspaper, magazine or similar media or broadcast overtelevision or radio or (B) under the Securities Act and who agrees to be bound any seminar or meeting whose attendees were invited by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged any general solicitation or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgegeneral advertising.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities Shares solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the SecuritiesShares, has no present intention of distributing any of such Securities Shares in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Shares in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities Shares pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities Shares have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and safe harbor provided under Rule 144 of the Securities Act. (iii) The Investor agrees that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities Shares under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities Shares will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities Shares except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. As applies to the Purchaser: (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (i) The Investor undersigned is acquiring the Securities solely for the Investorundersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Subscription Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as from the exemption and safe harbor provided under Rule 144 registration requirements of the Securities Act, and the undersigned understands that the Company has no obligation or intention to register any of the Securities or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities," subject to the same limitations that apply to the Securities in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. (iii) The Investor agrees undersigned agrees: (A) that the Investor undersigned will not sell, assign, pledge, give, transfer transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of unless the Securities transaction is registered under the Securities Act and complies with the requirements of all applicable State Securities Laws, or in a the transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 all applicable requirements of the State Securities ActLaws; (B) that the any certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities Securities, except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.

Restrictions on Transfer or Sale of Securities. (ia) The Investor undersigned is acquiring being issued the Securities Shares (the securities represented thereby being referred to herein as the “Securities”) solely for the Investor’s his own beneficial account, for investment purposes, and not with a view to, or for for, resale in connection with, with any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor undersigned and of the other representations made by the Investor undersigned in this Agreement. The Investor undersigned understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (iib) The Investor undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the “Commission”) provide in substance that the Investor undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the undersigned understands that the Company has no obligation or intention to register the Securities, except for certain registration rights as set forth in Section 8 below, or to take action so as to assist sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities principally only in “private transactions” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. As a consequence, the undersigned understands that he must bear the economic risks of the investment in the Securities for an indefinite period of time. (iiic) The Investor agrees undersigned understands that there is no public market for the Investor Shares (prior to registration) and a limited public market exists for the Common Stock of the Company and a more significant public market may never develop. (d) The undersigned agrees: (A) that he will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities Shares, as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the all applicable State Securities ActLaws; (B) that the certificates representing certificate(s) for the Securities will Shares may bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such Securities shares except upon compliance with the foregoing restrictions. . (e) The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer undersigned has not offered or grant a security interest in some or all sold any portion of the Securities to a financial institution that is Shares with others nor has entered into an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions agreement reselling or otherwise disposing of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval any portion of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgeShares.

Restrictions on Transfer or Sale of Securities. (i) The Investor is acquiring the Securities solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable State Securities Laws (this representation and warranty not limiting such Investor’s right to sell the Securities pursuant to the Registration Statement (as defined below) or otherwise in compliance with applicable federal law and State Securities Laws). The Investor understands that the Securities have not been registered under the Securities Act or any securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws Laws”) by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Investor and of the other representations made by the Investor in this Agreement. The Investor understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) The Investor understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such therefrom, and the Investor understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the exemption and safe harbor provided under Securities Act (including Rule 144 of the Securities Act. (iii) The Investor agrees that thereunder). Accordingly, the Investor will not sellunderstands that under the Commission’s rules, assign, pledge, give, transfer or otherwise the Investor may dispose of the Securities or any interest thereinprincipally only in “private placements” which are exempt from registration under the Securities Act, or make any offer or attempt in which event the transferee will acquire “restricted securities” subject to do any the same limitations as in the hands of the foregoingInvestor. Accordingly, except pursuant the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor further understands that its ability to a registration dispose of the Securities under the Securities Act or in a transaction which is exempt from the registration provisions of the Securities Act such as the exemption and safe harbor provided under Rule 144 of the Securities Act; that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and that the Company and its affiliates and transfer agent shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledgerestrictions contained Section 5 hereof.