Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands The Grantee acknowledges receipt of advice from Holding that neither (i) the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof Exercise Shares have not been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to Act based on an exemption from registration contained in provided under Rule 701 promulgated under the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: or qualified under any state or foreign securities or "blue sky" laws, (aii) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating not anticipated that there will be any public market for the merits Exercise Shares, (iii) the Exercise Shares must be held indefinitely and risks of its investment in the Purchaser and has the capacity Grantee must continue to protect its own interests. Shareholder must bear the economic risk of this the investment indefinitely in the Exercise Shares unless the Securities Exercise Shares are subsequently registered pursuant to under the Securities Act, Act and such state laws or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (biv) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act ("Rule 144") is not presently available with respect to the sales of the Exercise Shares and Holding has made no covenant to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, (vi) Holding does not plan to file reports with the Commission or make public information concerning Holding available unless required to do so by law or by the terms of its Financing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Exercise Shares may be difficult to effect because of the absence of public information concerning Holding, (viii) a restrictive legend in effect from time to time, which permits limited resale the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of shares purchased in a private placement Holding indicating that the Exercise Shares are subject to the satisfaction of certain conditions. (e) If the Shareholder is an individualrestrictions on transfer set forth in this Agreement and, then the Shareholder resides if Holding should in the state or province identified in future engage the address services of set forth on Exhibit B; if a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.Exercise Shares.

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities Sellers are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities Buyer Shares for Shareholder's their own account for investment onlyaccount, not as a nominee or agent, and not with a view towards their distribution. Shareholder represents that by reason of its, or of to its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor distribution within the meaning of Regulation D under Section 2(11) of the Securities Act. (db) Shareholder acknowledges Sellers believe they have received all of the information they consider necessary or appropriate for deciding whether to acquire the Buyer Shares. Sellers further represent that they have had an opportunity to ask questions and agrees receive answers from Buyer regarding the Buyer and the Buyer Shares. The foregoing, however, does not limit or modify the representations and warranties of the Buyer contained in Section 3 or the right of the Sellers to rely thereon. (c) Sellers understand that the Securities must Buyer Shares have not been, and will not be held indefinitely unless they are subsequently as of the Closing Date, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Sellers' representations as expressed herein. Sellers understand that the Buyer Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Sellers must hold the Buyer Shares unless and until they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Shareholder represents Sellers acknowledge that Buyer has no obligation to register or qualify the Buyer Shares for resale. Sellers further acknowledge that if an exemption from registration or qualification is available, it has been advised or may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Buyer Shares, and on requirements relating to Buyer which are outside of Sellers' control, and which Buyer is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time no obligation and may not be able to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionssatisfy. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder Buyer is acquiring the Securities Company Shares for Shareholder's its own account for investment onlyaccount, not as a nominee or agent, and not with a view towards their distribution. Shareholder represents that by reason of its, or of to its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor distribution within the meaning of Regulation D under Section 2(11) of the Securities Act. (db) Shareholder acknowledges Buyer believes it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Company Shares. Buyer further represents that it has had an opportunity to ask questions and agrees receive answers from Buyer regarding the Company and the Company Shares. The foregoing, however, does not limit or modify the representations and warranties of the Sellers and the Company contained in Section 2 or the right of the Buyer to rely thereon. (c) Buyer understands that the Securities must Company Shares have not been, and will not be held indefinitely unless they are subsequently as of the Closing Date, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Buyer's representations as expressed herein. Buyer understands that the Company Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Buyer must hold the Company Shares unless and until they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Shareholder represents Buyer acknowledges that Sellers have no obligation to register or qualify the Company Shares for resale. Buyer further acknowledges that if an exemption from registration or qualification is available, it has been advised or is aware may be conditioned on various requirements including, but not limited to, the time and manner of sale, the provisions holding period for the Company Shares, and on requirements relating to Sellers which are outside of Rule 144 promulgated Buyer's control, and which Sellers are under the Securities Act as in effect from time no obligation and may not be able to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionssatisfy. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities"a) being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also Seller understands that the Purchaser Securities Consideration Shares are being offered and sold pursuant to an exemption made in reliance on one or more exemptions from the registration contained in requirements of United States federal and state securities laws and that Buyer is relying upon the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents truth and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion accuracy of the Securities under representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the circumstances, in applicability of such exemptions and the amounts or at suitability of Seller to acquire the times Shareholder might proposeConsideration Shares. (b) Shareholder is Sellers are acquiring the Securities Consideration Shares for Shareholder's Seller’s own account for investment only, and not with a view towards to their distributiondistribution within the meaning of Section 2(11) of the Securities Act. Shareholder represents Sellers are not a U.S. person (as that term is defined in Regulation S Promulgated under the Securities Act). Except as otherwise set forth in a schedule provided by Company to Buyer on or before the Compliance Date, Sellers are “accredited investors” (as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of itsRule 501(a)(3)), or and Seller is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management'sofficers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates or selling agents), business or financial experience, Shareholder has the capacity to protect its own interests in connection with the AcquisitionContemplated Transactions, and (iii) able to afford the entire loss of its investment in the Consideration Shares. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had Sellers have been provided an opportunity for a reasonable period of time prior to discuss the Purchaser's businessdate hereof to obtain additional information concerning the Consideration Shares, management Buyer, and financial affairs with directors, officers and management of all other information to the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that extent Buyer possesses such information or can acquire it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investmentwithout unreasonable effort or expense. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees Sellers understand that the Securities must Consideration Shares shall be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration “restricted” (as that term is available. Shareholder represents that it has been advised or is aware of the provisions of defined in Rule 144 promulgated under the Securities Act as Act), and each certificate representing the Consideration Shares shall be endorsed with the following restrictive legend or one that is substantially similar to it, in effect from time addition to timeany other legend required to be placed thereon by applicable federal or state securities laws: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsAS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS.” (ed) If They will rank pari-passu with the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.already existing shares

Securities Law Matters. Each Shareholder understands that neither (1) The BSM Shareholders are acquiring the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (togetherIssuer Shares and Issuer Warrants for their own account for investment only and not with a view towards, or in connection with, the "Purchaser Securities") being issued public sale or distribution thereof, except pursuant to Section 1.2 hereof have been registered sales registered, or exempt from registration, under the Securities Act of 1933 (the "1933 Act") and applicable state securities laws. Each Shareholder also understands that The BSM Shareholders shall offer, sell, pledge, hypothecate or otherwise transfer the Purchaser Securities are being offered Issuer Shares and sold Issuer Warrants only pursuant to registration under the 1933 Act and applicable state securities laws or an exemption from registration contained in under the Securities 1933 Act based in part upon and any applicable state securities laws. The BSM Shareholders (i) have such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents knowledge and warrants as follows: (a) Shareholder has substantial experience in evaluating financial and investing in private placement transactions of securities in companies similar to the Purchaser so business matters that it is they are capable of evaluating the merits and risks of its an investment in the Purchaser Issuer and has (ii) are aware that an investment in the capacity Issuer Shares and Issuer Warrants involves a high degree of risk and that they may be required to protect its own interestsbear such risk for an indefinite period of time, and that they are able to bear such risk. Shareholder must bear The BSM Shareholders understand that the economic risk Issuer Shares and Issuer Warrants are being offered and exchanged in reliance on specific exemptions from the registration requirements of this investment indefinitely unless federal and applicable state securities laws, and that the Securities are registered pursuant Issuer is relying upon the truth and accuracy of, and the BSM Shareholders' compliance with, their representations, warranties and agreements herein in order to determine the availability of such exemptions and the eligibility of the BSM Shareholders to acquire the Issuer Shares and Issuer Warrants. The BSM Shareholders and their advisors, if any, have been (i) furnished with all materials relating to the Securities Actbusiness, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available finances and that, even if available, such exemption may not allow Shareholder to transfer all or any portion operations of the Securities under Issuer and the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, offer and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management exchange of the Purchaser Issuer Shares and has had the opportunity to review the Purchaser's operations Issuer Warrants that they have requested and facilities. Shareholder represents that it has had (ii) afforded the opportunity to ask all questions of the Issuer as they have in their discretion deemed advisable. The BSM Shareholders have sought such accounting, legal and receive answers from, tax advice as they have considered necessary to make an informed investment decision with respect to their acquisition of the Purchaser Issuer Shares and its management regarding the terms and conditions of this investmentIssuer Warrants. (c2) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees The BSM Shareholders understand that the Securities must be held indefinitely unless they are subsequently registered under stock certificates and documents representing the Securities Act or an exemption from such registration is availableIssuer Shares and Issuer Warrants will bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to timeTHE SHARES MAY NOT BE OFFERED FOR SALE, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsSOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder Seller understands and acknowledges that neither the Purchaser Series 1 Stock nor Share Consideration has not been registered or qualified under the shares of common stock federal or applicable state securities laws and the Share Consideration is being transferred to Seller in reliance upon applicable exemptions from such registration and qualification requirements. Seller is an "accredited investor" within the meaning of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have federal securities laws and acknowledges it has been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, furnished with or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment onlyafforded access to, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers fromconcerning, all information pertaining to the Purchaser Share Consideration. The Share Consideration is being acquired by Seller for investment only and its management regarding not with a view to any resale or other distribution thereof. Seller understands that each share of Charter Class A Common Stock included in the terms and conditions of this investment. (c) Shareholder represents that it Share Consideration is an accredited investor a "restricted security" within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges federal securities laws and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act it will not offer to sell or an exemption from such registration is available. Shareholder represents that it has been advised or is aware otherwise dispose of the provisions Share Consideration in violation of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale registration and qualification requirements of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If federal and applicable state securities laws. The certificates for the Shareholder is an individual, then the Shareholder resides Charter Class A Common Stock included in the state or province identified in Share Consideration will bear the address of set forth on Exhibit B; if the Shareholder is a partnershipfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, corporationAS AMENDED, limited liability company or other entityOR ANY STATE SECURITIES LAW, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION DOES NOT VIOLATE THE PROVISIONS THEREOF.

Securities Law Matters. Each Shareholder Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Exchange Act, as presently in effect. Seller understands that neither the Purchaser Series 1 Stock nor the shares of common stock Purchaser Common Stock issued by Purchaser as part of the Closing Stock Payment and Milestone Stock Payment are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. Each Shareholder also understands Seller acknowledges that the Purchaser Securities are Common Stock is being offered purchased for investment and sold pursuant to an exemption from registration contained in the Securities Act based in part upon not with a view towards a distribution. Seller further acknowledges that Seller has such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents knowledge and warrants as follows: (a) Shareholder has substantial experience in evaluating financial and investing in private placement transactions of securities in companies similar to the Purchaser so business matters that it is capable of evaluating the merits and risks of its investment in acquiring the Purchaser Common Stock. Seller understands that any shares issued as part of the Closing Stock Payment and has the capacity to protect its own interests. Shareholder must Milestone Stock Payment may bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Actfollowing or a similar legend: “THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or an exemption from registration is availableAS AMENDED. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and thatTHEY MAY NOT BE SOLD, even if availableOFFERED FOR SALE, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstancesPLEDGED, in the amounts or at the times Shareholder might proposeHYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.”

Securities Law Matters. Each Shareholder understands that neither the The Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an “accredited investor investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act. (d”) Shareholder acknowledges and agrees that has such knowledge or experience in financial and business matters to enable the Purchaser to evaluate the merits and risks of acquiring the Note. The Purchaser has had the opportunity to discuss with the Company’s management, the Company’s business and financial affairs. The Purchaser is acquiring this Note for the Purchaser’s own account for investment and with no intention of distributing or reselling such Note or any part thereof in any transaction which would constitute a “distribution” within the meaning of the Securities Act. The Purchaser acknowledges that (i) this Note and the Conversion Securities have not been registered under the Securities Act or any state securities law, (ii) the Purchaser must be held indefinitely continue to bear the economic risk of the investment in this Note and the Conversion Securities unless they such securities are subsequently registered under the Securities Act and applicable state securities law or an exemption from such registration is availablenot required, and (iii) there is not now, and in the future there may not be, any public market for this Note or the Conversion Securities. Shareholder represents The Purchaser understands and acknowledges that this Note and the Conversion Securities shall have a restrictive legend to reflect the facts set forth in subsections (i) and (ii). The Purchaser understands that this Note is a speculative investment which involves a high degree of risk of loss of its investment therein and that it may not be possible to liquidate such investment in the Company in case of emergency, if at all. The Purchaser has been advised or is aware had the opportunity to ask all questions and receive all answers concerning the Company and the terms and conditions of the provisions purchase of Rule 144 promulgated under the Securities Act as in effect from time to time, this Note which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.deems necessary in order to make an informed decision to purchase this Notes.

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder Buyer is acquiring the Securities Company Shares for Shareholder's its own account for investment onlyaccount, not as a nominee or agent, and not with a view towards their distribution. Shareholder represents that by reason of its, or of to its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor distribution within the meaning of Regulation D under Section 2(11) of the Securities Act. (db) Shareholder acknowledges Buyer believes it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Company Shares. Buyer further represents that it has had an opportunity to ask questions and agrees receive answers from Buyer regarding the Company and the Company Shares. The foregoing, however, does not limit or modify the representations and warranties of the Seller and the Company contained in Section 2 or the right of the Buyer to rely thereon. (c) Buyer understands that the Securities must Company Shares have not been, and will not be held indefinitely unless they are subsequently as of the Closing Date, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Buyer's representations as expressed herein. Buyer understands that the Company Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Buyer must hold the Company Shares unless and until they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Shareholder represents Buyer acknowledges that Seller has no obligation to register or qualify the Company Shares for resale. Buyer further acknowledges that if an exemption from registration or qualification is available, it has been advised or may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Company Shares, and on requirements relating to Seller which are outside of Buyer's control, and which Seller is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time no obligation and may not be able to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionssatisfy. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. (a) Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also Seller understands that the Purchaser Securities Consideration Shares are being offered and sold pursuant to an exemption made in reliance on one or more exemptions from the registration contained in requirements of United States federal and state securities laws and that Buyer is relying upon the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents truth and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion accuracy of the Securities under representations, warranties, agreements, acknowledgments and understandings of Sellers set forth herein in order to determine the circumstances, in applicability of such exemptions and the amounts or at suitability of Sellers to acquire the times Shareholder might proposeConsideration Shares. (b) Shareholder Each Seller is acquiring the Securities Consideration Shares for Shareholder's such Seller’s own account for investment only, and not with a view towards to their distributiondistribution within the meaning of Section 2(11) of the Securities Act. Shareholder represents Except as set forth in Schedule 3.24, no Seller is a U.S. person (as that term is defined in Regulation S Promulgated under the Securities Act). Except as set forth in Schedule 3.24, each Seller is an “accredited investor” (as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of itsRule 501(a)(3)), or and each Seller is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management'sofficers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates or selling agents), business or financial experience, Shareholder has the capacity to protect its own interests in connection with the AcquisitionContemplated Transactions, and (iii) able to afford the entire loss of its investment in the Consideration Shares. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder Each Seller has received Purchaser's financial statements and has had been provided an opportunity for a reasonable period of time prior to discuss the Purchaser's businessdate hereof to obtain additional information concerning the Consideration Shares, management Buyer, and financial affairs with directors, officers and management of all other information to the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that extent Buyer possesses such information or can acquire it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investmentwithout unreasonable effort or expense. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees Each Seller understands that the Securities must Consideration Shares shall be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration “restricted” (as that term is available. Shareholder represents that it has been advised or is aware of the provisions of defined in Rule 144 promulgated under the Securities Act as Act), and each certificate representing the Consideration Shares shall be endorsed with one or more of the following restrictive legends, in effect from time addition to time, which permits limited resale of shares purchased in a private placement subject any other legend required to the satisfaction of certain conditions.be placed thereon by applicable federal or state securities laws: (eA) If the Shareholder is an individual“THE SECURITIESARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” (B; if the Shareholder is a partnership) “TRANSFER OF THESE SECURITIES IS PROHIBITED, corporationEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, limited liability company or other entityPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Securities Law Matters. (a) Each Shareholder Seller understands that neither the Purchaser Series 1 Stock nor Consideration Shares are being offered and made in reliance on one or more exemptions from the shares registration requirements of common stock United States federal and state securities laws and that the Buyer is relying upon the truth and accuracy of the Purchaser issuable upon conversion thereof representations, warranties, agreements, acknowledgments and understandings of the Sellers set forth herein in order to determine the applicability of such exemptions and the suitability of the Sellers to acquire the Consideration Shares. (together, b) Each Seller is acquiring the "Purchaser Securities"Consideration Shares for Seller's own account and not with a view to its distribution within the meaning of Section 2(11) being issued pursuant to Section 1.2 hereof have been registered under of the Securities Act. Each Shareholder also understands Seller is not a U.S. person (as that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained term is defined in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to Regulation S Promulgated under the Securities Act, or ). Each Seller is an exemption from registration "accredited investor" (as that term is available. Shareholder understands that defined in Rule 501 of the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration General Rules and Regulations under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of itsRule 501(a)(3)), or and each Seller is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its management'sofficers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates or selling agents), business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisitiontransactions described in this Agreement, and the related documents, and (iii) able to afford the entire loss of the investment in the Consideration Shares. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder Each Seller has received Purchaser's financial statements and has had been provided an opportunity for a reasonable period of time prior to discuss the Purchaser's business, management and financial affairs with directors, officers and management of date hereof to obtain additional information concerning the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers fromConsideration Shares, the Purchaser Buyer and its management regarding all other information to the terms and conditions of this investmentextent the Buyer possesses such information or can acquire it without unreasonable effort or expense. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees Each Seller understands that the Securities must Consideration Shares shall be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration "restricted" (as that term is available. Shareholder represents that it has been advised or is aware of the provisions of defined in Rule 144 promulgated under the Securities Act as in effect from time to timeAct), which permits limited resale of shares purchased in a private placement subject to and each certificate representing the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state Consideration Shares shall be endorsed with one or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices more of the Shareholder following restrictive legends, in which its investment decision was made is located at the address addition to any other legend required to be placed thereon by applicable federal or addresses of the Purchaser set forth on Exhibit B.state securities laws: "THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT")) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder Seller is acquiring the Securities Buyer Shares for Shareholder's its own account for investment onlyaccount, not as a nominee or agent, and not with a view towards their distribution. Shareholder represents that by reason of its, or of to its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor distribution within the meaning of Regulation D under Section 2(11) of the Securities Act. (db) Shareholder acknowledges Seller believes it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Buyer Shares. Seller further represents that it has had an opportunity to ask questions and agrees receive answers from Buyer regarding the Buyer and the Buyer Shares. The foregoing, however, does not limit or modify the representations and warranties of the Buyer contained in Section 3 or the right of the Seller to rely thereon. (c) Seller understands that the Securities must Buyer Shares have not been, and will not be held indefinitely unless they are subsequently as of the Closing Date, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller's representations as expressed herein. Seller understands that the Buyer Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Seller must hold the Buyer Shares unless and until they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Shareholder represents Seller acknowledges that Buyer has no obligation to register or qualify the Buyer Shares for resale. Seller further acknowledges that if an exemption from registration or qualification is available, it has been advised or may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Buyer Shares, and on requirements relating to Buyer which are outside of Seller's control, and which Buyer is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time no obligation and may not be able to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionssatisfy. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. (a) Each Shareholder Seller understands that neither the Shares are being offered and made in reliance on one or more exemptions from the registration requirements of United States federal and state securities laws and that the Purchaser Series 1 Stock nor is relying upon the shares of common stock truth and accuracy of the Purchaser issuable upon conversion thereof representations, warranties, agreements, acknowledgments and understandings of the Sellers set forth herein in order to determine the applicability of such exemptions and the suitability of the Sellers to acquire the Shares. (together, b) Each Seller is acquiring the "Purchaser Securities"Shares for their own respective account and not with a view to their distribution within the meaning of Section 2(11) being issued pursuant to Section 1.2 hereof have been registered under of the Securities Act. Each Shareholder also understands Seller is an “accredited investor” (as that term is defined in Rule 501 of the Purchaser Securities are being offered General Rules and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration Regulations under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of itsRule 501(a)(3)), or and is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of the business and financial experience of its management'sofficers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Purchaser or any of its affiliates), business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisitioncontemplated transactions, and (iii) able to afford the entire loss of its investment in the Shares. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had The Sellers have been provided an opportunity for a reasonable period of time prior to discuss the date hereof to obtain additional information concerning the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents The Shares are “restricted” (as that it term is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of defined in Rule 144 promulgated under the Securities Act as in effect from time to timeAct), which permits limited resale of shares purchased in a private placement subject to and each certificate representing the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state Shares shall be endorsed with one or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices more of the Shareholder following restrictive legends, in which its investment decision was made is located at the address addition to any other legend required to be placed thereon by applicable federal or addresses of the Purchaser set forth on Exhibit B.state securities laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.”

Securities Law Matters. Each (a) The Company Shares to be acquired by Shareholder will be acquired for investment for Shareholder’s own account and not with a view to the distribution thereof within the meaning of Section 2(a)(11) of the Securities Act. Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (togetherCompany Shares have not been, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been and will not be, registered under the Securities Act. Each Shareholder also understands that Act by reason of (i) specific exemptions from the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in provisions of the Securities Act based in part upon such Act, which depends upon, among other things, the bona fide nature of the investment intent and accuracy of Shareholder's ’s representations contained as expressed in this Agreement. Each Shareholder hereby represents Agreement and warrants as follows:(ii) the provisions of Regulation S promulgated under the Securities Act. (ab) Shareholder has substantial received all the information he considers necessary or appropriate for deciding whether to acquire the Company Shares. Shareholder has reviewed the SEC Filings of the Company. Shareholder has been given the opportunity to obtain any information or documents relating to, and ask questions and receive answers about, the Company, the Company Shares, and the business and financial condition of the Company, that he deems necessary to evaluate the merits and risks associated with his investment in the Company Shares and to verify the information received. (c) Shareholder has such knowledge and experience in evaluating financial and investing in private placement transactions of securities in companies similar to the Purchaser so business matters that it he is capable of evaluating the merits and risks of its his investment in the Purchaser Company and has the capacity to protect its his own interests. Shareholder must is able to bear the economic risks of his investment in the Company Shares for an indefinite period of time, including the risk of this a complete loss of his investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities ActCompany Shares. (d) Shareholder acknowledges and agrees understands that the Company Shares are characterized as “restricted securities,” as defined in Rule 144 promulgated under the Securities Act, because they are being acquired from the Company in a transaction not involving any public offering and that, under the Securities Act, the Company Shares may be resold without registration under the Securities Act only in certain limited circumstances. Shareholder acknowledges that the Company Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of that the provisions of Regulation S and Rule 144 promulgated under the Securities Act as in effect from time to timeAct, which permits permit limited resale of shares purchased acquired in a private placement placement, are subject to the satisfaction of certain conditions, including, among other things, the rules relating to restrictions on the sale of stock of “shell companies” as defined in Rule 144, the availability of certain current public information about the Company, and the applicable holding periods before resales of the Company Shares can occur. (e) If Shareholder agrees to resell the Company Shares only pursuant to registration of the Company Shares under the Securities Act and any applicable state securities registration requirement, or pursuant to an exemption from registration under the Securities Act and any applicable state securities laws. (f) Shareholder understands that the Company Shares and any securities issued in respect thereof or exchanged therefor will bear, substantially, one or more of the following restrictive legends: Any legend required by the securities laws of any other jurisdiction, foreign or domestic, to the extent such laws are applicable to the shares represented by the certificate shall also be affixed to the certificate. (g) Shareholder is an individualnot a “U.S. person” as such term is defined in Rule 902(k) under the Securities Act. (h) At the time this Agreement was executed, then and at the time of each Closing, Shareholder resides was, or will be, outside the United States. (i) Shareholder has not engaged, and does not intend to engage, in any “directed selling efforts,” as such term is defined in Rule 902(c) under the Securities Act, in connection with the Company Shares. (j) Shareholder is not a U.S. person, as that term is defined under Regulation S, and is not purchasing the Common Stock on behalf of any U.S. person. Under Regulation S, a U.S. person means: (1) any natural person resident in the state United States; (2) any partnership or province identified corporation organized or incorporated under the laws of the United States; (3) any estate of which any executor or administrator is a U.S. person; (4) any agency or branch of a foreign entity located in the address of set forth on Exhibit B; if the Shareholder is United States; (5) any non-discretionary account or similar account (other than an estate or trust) held by a partnership, corporation, limited liability company dealer or other entityfiduciary for the benefit or account of a U.S. person; (6) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, then incorporated or (if an individual) resident in the office United States; and (7) any partnership or offices corporation if (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated and owned by accredited investors (as defined in Rule 501 of Regulation D) that are not natural persons, estates, or trusts. (k) Shareholder was outside of the Shareholder in which its investment decision United as of the date of execution and delivery of this Agreement. No offer to purchase the Common Stock was made in the United States. (l) Shareholder acknowledges that the Company is located at relying on the address or addresses terms and provisions governing offers and sales made outside the United States pursuant to Rules 901 through 905 of Regulation S and the Purchaser set forth on Exhibit B.Preliminary Notes thereto, which govern this transaction.

Securities Law Matters. Each Shareholder of the Sellers understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof Buyer Shares have not been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the U.S. Securities Act based or the securities laws of any state of the United States, and will be issued in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows:reliance on exemptions from the registration requirements of the (a) Shareholder Seller is an “accredited investor” within the meaning of the U.S. Securities Act and within the meaning of National Instrument 45-106 – Prospectus Exemptions; (b) Seller has executed and delivered to Buyer the Accredited Investor Questionnaire and the Canadian Accredited Investor Letter and the information set forth therein is true and correct in all respects; (c) Seller has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it Seller is capable of evaluating the merits and risks of its investment in the Purchaser Buyer and has the capacity to protect its own interests. Shareholder The Seller must bear the economic risk of this investment indefinitely unless the Securities Buyer Shares are registered pursuant to the U.S. Securities Act, or an exemption from registration is available. Shareholder ; (d) Seller understands that the Purchaser Buyer has no present intention of registering the Securities. Shareholder also Buyer Shares under the U.S. Securities Act; (e) Seller understands that there is no assurance that any exemption from registration under the U.S. Securities Act will be available for any resale of the Buyer Shares and that, even if available, such exemption may not allow Shareholder the Seller to transfer all or any portion of the Securities Buyer Shares, under the circumstances, in the amounts or at the times Shareholder the Seller might propose.; (bf) Shareholder Seller is acquiring the Securities Buyer Shares for Shareholder's Seller’s own account for investment only, and not with a view towards their distribution. Shareholder ; (g) Seller represents that by reason of its, or of its management's, the Seller’s business or financial experience, Shareholder the Seller has the capacity to protect its own interests interest in connection with the Acquisitiontransactions contemplated in this Agreement. Further, Shareholder the Seller is not aware of no any publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and transactions contemplated in this Agreement; (h) Seller has had an opportunity access to discuss such information concerning Buyer as the Purchaser's businessSeller has considered necessary or appropriate in connection with the Seller’s investment decision to acquire the Buyer Shares, management and financial affairs with directors, officers and management of including access to public filings available on the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment.Internet at xxx.xxxxx.xxx; (ci) Shareholder represents that it is an accredited investor within the meaning of Regulation D Buyer Shares may be deemed to be “restricted securities” as defined in Rule 144 promulgated under the U.S. Securities Act. (d) Shareholder acknowledges Act as in effect from time to time, and agrees that the Securities must may be required to be held indefinitely thereunder unless they are subsequently registered under the U.S. Securities Act or an exemption from such registration is available. Shareholder represents ; (j) Seller acknowledges and agrees that, if such Seller decides to offer, sell or otherwise transfer the Buyer Shares, then such Selling must not offer, sell or otherwise transfer such securities directly or indirectly, unless such offer, sale or other transfer occurs in a transaction that it has been advised does not require registration under the U.S. Securities Act or any applicable state securities laws or regulations governing the offer and sale of securities and, (unless the sale is aware of made outside the provisions United States in a transaction meeting the requirements of Rule 144 promulgated under the Securities Act as 903 or Rule 904 of Regulation S, and in effect from time compliance with applicable local laws and regulations) if reasonably requested by Buyer, an opinion of counsel to time, which permits limited resale of shares purchased in a private placement subject Buyer or to the satisfaction of certain conditions.such Seller that such registration is not required; and (ei) If any certificates representing the Shareholder is an individualBuyer Shares may have endorsed thereon a legend in substantially the following form (in addition to any other legend which may be required by other agreements between the parties hereto or by any applicable blue sky laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT;

Securities Law Matters. Each Shareholder (a) Seller is acquiring the Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act. (b) Seller believes it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Shares. Seller confirms that Buyer has made available to Seller and its Representatives the opportunity to ask questions of the officers and management employees of Buyer and to acquire such additional information about the business and financial condition of Buyer as Seller has requested, and all such information has been received. (c) Seller is an "accredited investor" within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (d) Seller understands that neither the Purchaser Series 1 Stock nor Shares it is acquiring are characterized as "restricted securities" under the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") federal securities laws inasmuch as they are being issued pursuant to Section 1.2 hereof have been registered acquired from Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities ActAct only in limited circumstances. Each Shareholder also understands that In the Purchaser Securities are being offered and sold pursuant to absence of an exemption from effective registration contained in statement covering the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, Shares or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any available exemption from registration under the Securities Act will Act, the Shares must be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might proposeheld indefinitely. (be) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder Seller has received Purchaser's financial statements (whether via EDGAR, the Internet or otherwise) and read the Buyer SEC Documents (as xxxxxed in Section 4.3) and has had an opportunity to discuss the PurchaserBuyer's business, management and financial affairs with directors, officers and management of the Purchaser Buyer and has had the opportunity to review the PurchaserBuyer's operations and facilities. Shareholder represents that it Seller has also had the opportunity to ask questions of and receive answers from, the Purchaser from Buyer and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder Seller is acquiring the Securities Buyer Shares for Shareholder's its own account for investment onlyaccount, not as a nominee or agent, and not with a view towards their distribution. Shareholder represents that by reason of its, or of to its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor distribution within the meaning of Regulation D under Section 2(11) of the Securities Act. (db) Shareholder acknowledges Seller believes it has received all of the information it consider necessary or appropriate for deciding whether to acquire the Buyer Shares. Seller further represents that it has had an opportunity to ask questions and agrees receive answers from Buyer regarding the Buyer and the Buyer Shares. The foregoing, however, does not limit or modify the representations and warranties of the Buyer contained in Section 3 or the right of the Seller to rely thereon. (c) Seller understands that the Securities must Buyer Shares have not been, and will not be held indefinitely unless they are subsequently as of the Closing Date, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller's representations as expressed herein. Seller understands that the Buyer Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Seller must hold the Buyer Shares unless and until they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Shareholder represents Seller acknowledges that Buyer has no obligation to register or qualify the Buyer Shares for resale. Seller further acknowledges that if an exemption from registration or qualification is available, it has been advised or may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Buyer Shares, and on requirements relating to Buyer which are outside of Seller's control, and which Buyer is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time no obligation and may not be able to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionssatisfy. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. The Valhalla Principals are acquiring the GLBN Shares for their own respective accounts, for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Each Shareholder of the Valhalla Principals understands that neither the Purchaser Series 1 Stock nor the shares of common stock resale of the Purchaser issuable upon conversion thereof GLBN Shares (together, the "Purchaser Securities"i) being issued pursuant to Section 1.2 hereof have not been registered under the Securities Act, by reason of their issuance by GLBN in a transaction exempt from the registration requirements of the Securities Act and (ii) must be held by the Valhalla Principals indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. Each Shareholder also The Valhalla Principals each further understands that that, with respect to the Purchaser Securities are being offered and sold pursuant to an GLBN Shares, the exemption from registration contained in afforded by Rule 144 (the provisions of which are known to each Valhalla Principal) promulgated under the Securities Act based depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales of the GLBN Shares only in part upon such Shareholder's representations contained in this Agreementlimited amounts. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Valhalla Principal agrees that GLBN may place a legend on the Purchaser so certificates delivered hereunder stating that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are GLBN Shares have not been registered pursuant to under the Securities Act, and, therefore cannot be offered, sold or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely transferred unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents , and that it has been advised or is aware GLBN may place stop transfer orders on the transfer books of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject GLBN with respect to the satisfaction of certain conditionsGLBN Shares. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder (a) Seller is acquiring the Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act. (b) Seller believes it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Shares. Seller confirms that Buyer has made available to Seller and its Representatives the opportunity to ask questions of the officers and management employees of Buyer and to acquire such additional information about the business and financial condition of Buyer as Seller has requested, and all such information has been received. (c) Seller is an "accredited investor" within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (d) Seller understands that neither the Purchaser Series 1 Stock nor Shares it is acquiring are characterized as "restricted securities" under the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") federal securities laws inasmuch as they are being issued pursuant to Section 1.2 hereof have been registered acquired from Buyer in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities ActAct only in limited circumstances. Each Shareholder also understands that In the Purchaser Securities are being offered and sold pursuant to absence of an exemption from effective registration contained in statement covering the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, Shares or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any available exemption from registration under the Securities Act will Act, the Shares must be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might proposeheld indefinitely. (be) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder Seller has received Purchaser's financial statements (whether via EDGAR, the Internet or otherwise) and read the Buyer SEC Documents (as xxxxned in Section 4.3) and has had an opportunity to discuss the PurchaserBuyer's business, management and financial affairs with directors, officers and management of the Purchaser Buyer and has had the opportunity to review the PurchaserBuyer's operations and facilities. Shareholder represents that it Seller has also had the opportunity to ask questions of and receive answers from, the Purchaser from Buyer and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder (a) The Director understands that neither the Purchaser Series 1 Stock nor the shares of common stock issuance of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of the exemption in Section 4(a)(2) of the Securities Act which depends on his or her intention to hold the Shares for investment purposes. Each Shareholder also The Director understands that the Purchaser Securities are being offered Shares must be held in a manner consistent with the rules and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion regulations of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely Exchange Commission unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents , and that it has been advised the Company is under no obligation to register the Shares or is aware to effect compliance with any exemption from such registration requirements. (b) As a precondition to the Company’s execution of this Agreement and the grant of the provisions Restricted Stock hereunder, the Director represents to the Company that the Shares are being acquired by the Director solely for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of Rule 144 promulgated selling, transferring or disposing of the same. (c) The Director acknowledges and agrees that the Shares may not be offered for sale, sold, pledged, hypothecated or otherwise transferred or disposed of in any manner inconsistent with this Agreement or the Plan unless (i) a registration statement with respect to the sale or transfer of the Shares shall then be effective under the Securities Act, or (ii) the Company shall have received an opinion of counsel in form and substance satisfactory to counsel for the Company that the proposed sale or transfer of the Shares is exempt from the registration requirements of the Securities Act and may otherwise be effected in compliance with any other applicable law, including all applicable state securities laws. (d) Each share certificate representing the Shares shall bear a legend indicating that such Shares were granted in reliance on an exemption from registration under the Securities Act and are subject to the restrictions on transferability under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.this Section 3.

Securities Law Matters. Each Shareholder understands Buyer is aware that neither the Purchaser Series 1 Preferred Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued which it is purchasing pursuant to Section 1.2 hereof have been registered this Agreement are being sold by Seller to it without registration under the Securities Act of 1933, as amended (the "Act"), in reliance upon one or more exemptions from the Act. Each Shareholder Buyer understands that there are substantial restrictions on transfers of the Preferred Stock, including a restriction against transfer without registration under federal and state securities laws or an exemption therefrom; however, Buyer also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in shares of Common Stock which the Securities Act based in part Company will issue upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows:conversion of the Preferred Stock have not been registered for issuance by the Company. (a) Shareholder Buyer is a sophisticated investor and has substantial such knowledge and experience in evaluating financial and investing in private placement transactions of securities in companies similar to the Purchaser so business matters that it is capable of evaluating the merits and risks of its an investment in the Purchaser Preferred Stock and has the capacity to protect its own interests. Shareholder must bear the economic risk is an accredited investor as that term is defined in Rule 501 of this investment indefinitely unless the Securities are registered pursuant to the Securities ActRegulation D, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration promulgated under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might proposeAct. (b) Shareholder is acquiring the Securities The Preferred Stock to be purchased hereby by Buyer are being purchased solely for Shareholder's its own account for investment only, and are not being purchased with a view towards their to or for the resale, distribution (as the term "distribution" is used in Section 2(11) of the Act), subdivision or fractionalization thereof. (c) Buyer has access to the filings made by the Company and available on the XXXXX website of the Securities and Exchange Commission. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and Buyer has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers fromfrom the Company that, in the Purchaser opinion of Buyer, are necessary to evaluate the merits and its management regarding risk of an investment in the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities ActPreferred Stock. (d) Shareholder acknowledges All representations, warranties, covenants and agrees that the Securities must agreements of Buyer contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for herein shall be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware true and correct as of the provisions of Rule 144 promulgated under Closing and shall survive the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsClosing. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands that neither (a) Schedule 2.31(a) indicates, opposite the Purchaser Series 1 Stock nor the shares name of common stock of the Purchaser issuable upon conversion thereof (togethereach Seller, the "Purchaser Securities") being issued whether such Seller is an “accredited” investor as such term is defined in Regulation D promulgated pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained Seller, by reason of such Seller’s knowledge in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it business or financial matters is capable of evaluating the merits and risks of its Seller’s investment in the Purchaser Buyer Shares, and has the capacity to protect its own interests. Shareholder must bear the economic risk of this making an informed investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, decision in the amounts or at the times Shareholder might proposeconnection therewith. (b) Shareholder Each Seller is acquiring or will be acquiring the Securities for Shareholder's own account Buyer Shares for investment onlyfor Seller’s own account, not as a nominee or agent, for investment purposes only and not with a the view towards their distributionto, or for resale in connection with, any distribution thereof. Shareholder represents Each Seller understands that the issuance of the Buyer Shares pursuant hereto has not been, and will not be, registered under the Securities Act by reason of its, or of its management's, business or financial experience, Shareholder has Buyer’s reliance on a specific exemption from the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management registration provisions of the Purchaser Securities Act that depends upon, among other things, the bona fide nature of the investment intent of the Sellers and the accuracy of the Sellers’ representations as expressed herein. Seller, if other than a natural person, has not been formed for the specific purpose of acquiring the Buyer Shares. (c) Each Seller acknowledges that there are substantial restrictions on the transferability of the Buyer Shares; that the Buyer Shares are not, and the Sellers have no right to require that the Buyer Shares be registered under the Securities Act; and that accordingly, each Seller will have to hold the Buyer Shares until the time that such Seller is able to transfer the Buyer Shares in compliance with all securities laws and the terms of this Agreement and the Escrow Agreement. (d) Each Seller has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to (i) ask questions of of, and receive answers from, the Purchaser representatives of Buyer concerning Buyer and its management regarding the terms and conditions of this investment. transaction, as well as to obtain any information requested by Seller, (cii) Shareholder represents that it to thoroughly review the Buyer SEC Documents, copies of which each Seller acknowledges receiving from Buyer prior the date hereof and (iii) to consult with Seller’s own advisors, including counsel and tax advisors. Seller’s decision to enter into the transactions contemplated hereby is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware based on Seller’s own evaluation of the provisions risks and merits of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionspurchase and Buyer’s proposed business activities. (e) If No Seller is acquiring the Shareholder is an individualBuyer Shares as a result of or subsequent to any advertisement, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnershiparticle, corporation, limited liability company notice or other entitycommunication published in any newspaper, then the office magazine or offices similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation by a person not previously known to such Seller in connection with investments in securities generally. (f) Each certificate evidencing any of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.Shares shall bear a legend substantially as follows:

Securities Law Matters. Each Shareholder (a) Seller is aware of Buyer's business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Shares. (b) Seller is acquiring the Shares for investment for its own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. Seller understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof Shares have not been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained Act or other securities laws in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Actreliance on specific exemptions therefrom, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and thatwhich exemptions depend upon, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers fromamong other things, the Purchaser and its management regarding the terms and conditions bona fide nature of this investmentSeller's investment intent as expressed herein. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder Seller further acknowledges and agrees understands that the Securities Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents Seller understands that it has been advised or is aware the certificate(s) evidencing the Shares shall be imprinted with a legend that prohibits the transfer of the provisions of Shares unless they are registered or such registration is not required. (d) Seller understands that Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Shares, the availability of certain public information about Buyer, more than two years having elapsed between the resale and the date the security to be sold was last held by Buyer or an affiliate of Buyer, the sale being made through a "broker's transaction," or in transactions directly with a "market maker," and the number of shares being sold during any three-month period not exceeding specified limitations. Seller is further aware that Rule 144(k) permits persons who have not been affiliates of Buyer for at least three months and whose shares have been beneficially owned by other than Buyer or its affiliates for at least two years after full payment for such shares to sell such shares without regard to the current public information, manner of sale and volume limitations described above. (e) If Without in any way limiting the Shareholder representations set forth above, Seller further agrees that Seller shall in no event make any disposition of all or any portion of the Shares, unless and until (i) there is an individualthen in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, then (ii) the Shareholder resides resale provisions of Rule 144(k) are available in the state opinion of counsel to Buyer or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices (iii) (A) Seller shall have notified Buyer of the Shareholder in which its investment decision was made is located at the address or addresses proposed disposition and shall have furnished Buyer with a detailed statement of the Purchaser set forth on Exhibit B.circumstances surrounding the proposed disposition, (B) Seller shall have furnished Buyer with an opinion of Seller's counsel to the effect that such disposition will not require registration of such stock under the Securities Act and (C) such opinion of Seller's counsel shall have been concurred with by counsel for Buyer, which concurrence shall not be unreasonably withheld, and Seller shall have advised Buyer of such concurrence.

Securities Law Matters. Each Shareholder understands The Seller acknowledges that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being Parent Shares will be issued pursuant to Section 1.2 hereof have been registered prospectus exemptions in the United States provided under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered Act and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as followsacknowledges that: (a) Shareholder no securities commission or similar regulatory authority has substantial experience in evaluating reviewed or passed on the merits of the Parent Shares; (b) there is no government or other insurance covering the Parent Shares; (c) there are risks associated with the purchase of the Parent Shares; (d) there may be restrictions on the Seller’s ability to resell the Parent Shares or any Parent Shares issued upon conversion thereof, and investing in private placement transactions it is the responsibility of securities in companies similar the Seller to find out what those restrictions are and to comply with them before selling any of the Parent Shares or any Parent Shares issued upon conversion thereof; and (e) the Purchaser so has advised that it is capable of evaluating the merits and risks of its investment in the Purchaser is relying on an exemption from the requirements to provide the Seller with a prospectus and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless sell securities through a person registered to sell securities under the Securities are registered Act and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act, including statutory rights of rescission or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act damages, will not be available and that, even if available, such exemption may not allow Shareholder to transfer all the Seller; (f) no unusual effort has been made to prepare the market or any portion of to create a demand for the Securities under the circumstances, in the amounts or at the times Shareholder might proposeParent Shares. (bg) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with Seller consents to the placement of a view towards their distribution. Shareholder represents that by reason of its, legend or of its management's, business legends on any certificate or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of other document evidencing any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act Parent Shares setting forth or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject referring to the satisfaction of certain conditionsrestrictions on transferability and sale thereof imposed by law or by SEC. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. (a) Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof Stockholders is an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (togethercollectively with the rules and regulations promulgated thereunder, the "Purchaser Securities") being issued “Securities Act”). The Stockholders are acquiring SYI Shares for their own account, for investment, and not with a current view to any “distribution” thereof within the meaning of Regulation D and the Securities Act other than pursuant to Section 1.2 hereof have been registered an effective registration statement or a valid exemption from registration under the Securities Act. Each Shareholder of the Stockholders is able to bear the economic risk of loss of its investment in the SYI common stock. The Stockholders represent that by reason of their or their management’s or board’s business or financial experience, they each have the capacity to protect their own interests in connection with the transactions contemplated hereby. Each of the Stockholders has had a reasonable opportunity to review SYI’s Public Filings and a reasonable opportunity to discuss SYI’s and SYUK’s businesses, management, financial affairs and operations with officers and management of SYI and SYUK and has had the opportunity to review SYI’s and SYUK’s operations and facilities. Each of the Stockholders also understands has had the opportunity to ask questions of, and receive answers from, SYI and SYUK and their respective management regarding the terms and conditions of the Stockholders’ investment in the SYI Shares. (b) The Stockholders understand that because the Purchaser SYI Shares have not been registered under the Securities Act nor under securities or “blue sky” laws of any jurisdiction, they cannot dispose of any or all of such securities unless such securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Stockholders understand that SYI Shares are being offered and sold pursuant to an exemption from registration contained in under the Securities Act based in part upon such Shareholder's the Stockholders’ representations contained in this Agreement. Each Shareholder hereby represents and warrants The Stockholders understand that SYI Shares are subject to certain restrictions on transfer. The Stockholders further understand that SYI may, as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar a condition to the Purchaser so transfer of any of such securities, require that it is capable the request for transfer be accompanied by an opinion of evaluating counsel as described below. The Stockholders understand that each certificate representing the merits SYI Shares will bear a legend in substantially the form provided below (in addition to any legend required under applicable state securities laws and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant any appropriate legends with respect to the Securities Actcontractual restrictions and limitations on transferability). THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER NAMED HEREON FOR THE HOLDER’S OWN ACCOUNT FOR INVESTMENT; AND SUCH SECURITIES MAY NOT BE PLEDGED, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and thatSOLD OR IN ANY OTHER WAY TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, even if availableAS IN EFFECT AT THAT TIME, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might proposeOR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands that neither (a) The MasTec Shares acquired by Seller pursuant to this Agreement which may be subsequently distributed by Seller to the Purchaser Series 1 Stock nor the shares of common stock Shareholders are being acquired for Seller’s or such Shareholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Purchaser issuable upon conversion thereof Securities Act, or any applicable state securities laws, and the MasTec Shares will not be disposed of by such Shareholder in contravention of the Securities Act or any applicable state securities laws. (together, the "Purchaser Securities"b) being issued pursuant to Section 1.2 hereof have been registered Seller and each Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Each Shareholder also understands that , is sophisticated in financial matters and is able to evaluate the Purchaser Securities are being offered risks and sold pursuant to an exemption from registration contained in benefits of the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser MasTec Shares and make an informed investment decision. (c) Seller and each Shareholder has had an opportunity to ask questions and receive answers concerning MasTec and the MasTec Shares and has had full access to such other information concerning MasTec and the capacity to protect its own interests. MasTec Shares as Seller and such Shareholder has requested or which has been filed by MasTec with the Securities and Exchange Commission. (d) Seller and each Shareholder understands that it must bear the economic risk of its acquisition of the MasTec Shares for an indefinite period of time because (A) the acquisition of MasTec Shares pursuant to this investment indefinitely unless Agreement has not been registered under the Securities are registered pursuant to Act and applicable state securities laws; and (B) the Securities ActMasTec Shares may therefore not be sold, transferred, pledged, or an exemption from registration is available. Shareholder understands otherwise disposed of unless subsequently so registered or, in the opinion (satisfactory to Seller) of counsel (satisfactory to Seller) that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder applicable state securities laws is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditionsrequired. (e) If Seller and each Shareholder understands that the certificates evidencing the MasTec Shares will bear a restrictive legend prohibiting the transfer thereof except in compliance with the applicable state and federal securities laws and may not be transferred of record except in compliance therewith. (f) Seller and each Shareholder has discussed with and relied upon the advice of its independent legal counsel, tax and financial advisors with regard to the meaning and legal consequences of Seller’s or such Shareholder’s representations and warranties contained herein and the considerations involved in making an investment in MasTec, and Seller and Shareholders understand that MasTec is an individual, then relying on the Shareholder resides in the state or province identified in the address of information set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.herein.

Securities Law Matters. Each Shareholder (a) Seller is acquiring the Shares for investment for its own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Seller understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof Shares have not been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that any other securities laws in reliance on specific exemptions therefrom, which exemptions depend upon, among other things, the Purchaser has no present intention bona fide nature of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might proposeSeller's investment intent as expressed herein. (b) Shareholder is acquiring the Securities for Shareholder's own account for investment only, and not with a view towards their distribution. Shareholder represents that by reason of its, or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests in connection with the Acquisition. Further, Shareholder is aware of no publication of any advertisement in connection with the Acquisition. Shareholder has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had the opportunity to review the Purchaser's operations and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers from, the Purchaser and its management regarding the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (d) Shareholder Seller further acknowledges and agrees understands that the Securities Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Shareholder represents Seller understands that it has been advised or is aware the certificate(s) evidencing the Shares shall be imprinted with a legend that prohibits the transfer of the provisions Shares unless they are registered or such registration is not required. (c) Without in any way limiting the representations set forth above, Seller further agrees that Seller shall in no event make any disposition of Rule 144 promulgated all or any portion of the Shares, unless and until (i) there is then in effect a registration statement under the Securities Act as covering such proposed disposition and such disposition is made in accordance with said registration statement, (ii) the resale provisions of Rule 144(k) are available in the opinion of counsel to Buyer or (iii) (A) Seller shall have notified Buyer of the proposed disposition and shall have furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition; (B) Seller shall have furnished Buyer with an opinion of Seller's counsel to the effect from time that such disposition will not require registration of such stock under the Securities Act and (C) such opinion of Seller's counsel shall have been concurred with by counsel to timeBuyer, which permits limited resale concurrence shall not be unreasonably withheld, and Seller shall have advised Buyer of shares purchased in a private placement subject to the satisfaction of certain conditionssuch concurrence. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.

Securities Law Matters. Each Shareholder understands that neither the Purchaser Series 1 Stock nor the shares of common stock of the Purchaser issuable upon conversion thereof (together, the "Purchaser Securities") being issued pursuant to Section 1.2 hereof have been registered under the Securities Act. Each Shareholder also understands that the Purchaser Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Shareholder's representations contained in this Agreement. Each Shareholder hereby represents and warrants as follows: (a) Shareholder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Purchaser so that it is capable of evaluating the merits and risks of its investment in the Purchaser and has the capacity to protect its own interests. Shareholder must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Shareholder understands that the Purchaser has no present intention of registering the Securities. Shareholder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Shareholder to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Shareholder might propose. (b) Shareholder Seller is acquiring the Securities SportsStar Shares for Shareholder's own account for investment onlyhis account, and not with a view towards their distribution. Shareholder represents that by reason of itsto any sale, distribution or of its management's, business or financial experience, Shareholder has the capacity to protect its own interests disposition in connection with the Acquisition. Further, Shareholder is aware of no publication violation of any advertisement in connection with the Acquisitionfederal or state securities laws. Shareholder Seller has received Purchaser's financial statements and has had an opportunity to discuss the Purchaser's business, management and financial affairs with directors, officers and management of the Purchaser and has had been given the opportunity to review the Purchaser's operations obtain any information or documents, and facilities. Shareholder represents that it has had the opportunity to ask questions of and receive answers fromabout such documents or about Purchaser which Seller deems necessary to evaluate the merits and risks related to his investment in the SportsStar Shares and Seller understands and has taken cognizance of all risk factors related to such transactions. Seller can afford to bear the economic risk of holding the unregistered SportsStar Shares for an indefinite period of time, can afford to suffer a complete loss of his investment in the Purchaser SportsStar Shares, and its management regarding Seller has adequate means for providing for his needs and contingencies. Seller acknowledges that the terms and conditions of this investment. (c) Shareholder represents that it is an accredited investor within the meaning of Regulation D SportsStar Shares will be characterized as "restricted securities" under the Securities Act. (d) Shareholder acknowledges and agrees that the Securities must be held indefinitely unless federal securities laws since as they are subsequently registered under the Securities Act or an exemption being acquired directly from such registration is available. Shareholder represents that it has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased Purchaser in a private placement subject transaction not involving a public offering and that all certificates and instruments evidencing the SportsStar Shares will bear a restrictive legend substantially similar to the satisfaction of certain conditionsfollowing: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE. (e) If the Shareholder is an individual, then the Shareholder resides in the state or province identified in the address of set forth on Exhibit B; if the Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of the Shareholder in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit B.