Common use of Securities Law Representations and Warranties Clause in Contracts

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser Investor is knowledgeablean “accredited investor” as defined in Regulation D under the Securities Act and the Investor has the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make, make decisions with respect to to, investments in shares representing presenting an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the CompanyCompany and investments in comparable companies, can bear the economic risk of a total loss of its investment in the Securities and has requested, received, reviewed and considered all information it deems deemed relevant in making an informed decision to purchase the Shares.Securities. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Investor is not a broker-dealer; (b) The Purchaser Investor is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty (except as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) onlyset forth in Section 5.9), and has no present intention of distributing to hold any of the Shares nor Securities for any arrangement minimum or understanding with any other persons regarding specific term and reserves the distribution of such Shares within the meaning of Section 2(11) right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act, other than as contemplated in Section 7 of this Agreement.; (c) The Purchaser Investor was not organized for the specific purpose of acquiring the Securities (or if the Investor was organized for the specific purpose of acquiring the Securities, then all of its equity owners are “accredited investors” as defined in Regulation D under the Securities Act); (d) The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement.thereunder; (e) The Purchaser hasInvestor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Sellers are relying upon the truth and accuracy of, in connection with its decision to purchase and the number Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Shares the Investor set forth herein and in Section 2 above, relied solely upon the Company Documents applicable Warrant in order to determine the availability of such exemptions and the representations and warranties eligibility of the Company contained in this Agreement.Investor to acquire the Securities; (f) The Purchaser is an "accredited investor" within the meaning Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of Rule 501 of Regulation D promulgated under the Securities Actor the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities; and (g) The Investor acknowledges that the Sellers have represented that no action has been or will be taken in any jurisdiction outside the United States by the Sellers that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the United States where action for that purpose is required. If the Investor is located or domiciled outside the United States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense.

Securities Law Representations and Warranties. Each Purchaser Purchaser, severally and solely with respect to itself and its purchase and not with respect to the other Purchasers, represents, warrants warrants, and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (Notwithstanding any such due diligence, the Purchaser is not waiving its right to rely on the representations, warranties, and covenants of Auspex.) (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (Notwithstanding the Purchaser's intention not to distribute the Shares, the Purchaser is not covenanting to hold the Shares for a minimum period, except to the extent Purchaser transfers any Shares pursuant to Rule 144, and Purchaser reserves the right to dispose of the Shares in accordance with the Agreement.) (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Selling Stockholder Questionnaire and Agreement for Beneficial Owners Regarding Securities to be Included in the Auspex Systems, Inc. Registration Statement Questionnaire, attached to this Agreement as Appendices I I, and II, II for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct correct, in all material respects, as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents SEC Reports and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company. (g) Such Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Such Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, such Purchaser will sell, transfer, or otherwise dispose of the Shares only in a manner consistent with such Investor's representations and covenants set forth in this Section 5.

Securities Law Representations and Warranties. Each The Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Purchaser's Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchaser's Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Purchaser's Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Purchaser's Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 7.1 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 abovePurchaser's Shares, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. (h) Until the filing of the Registration Statement, the Purchaser agrees with the Placement Agent and the Company to keep confidential all information concerning this private placement. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company's publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser's confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Shares and the Purchaser hereby acknowledges that it is prohibited from reproducing and distributing to third parties the Private Placement Memorandum, this Purchase Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser's consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents to third parties. Further, the Purchaser understands that the existence, nature and content of all conversations and presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws may impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may cause the Company to violate Regulation FD and agrees not to engage in any such unauthorized disclosure. The restrictions in this paragraph shall cease upon the filing of the Registration Statement. (i) The Purchaser understands that its investment in the Shares involves a significant degree of risk and that the market price of the Common Stock has been and continues to be volatile and that no representation is being made as to the future value or trading volume of the Common Stock. The Purchaser has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the ability to bear the economic risks of an investment in the Shares. (j) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares. (k) The Purchaser understands that, until such time as the Registration Statement has been declared effective or the Shares may be sold pursuant to Rule 144(k) under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "The securities represented by this certificate were issued in a transaction that was not registered under the Securities Act of 1933, as amended or any state or other securities law. The securities may not be sold, pledged, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act."

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser Such Preferred Holder is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesExchange, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase Exchange such Preferred Holder's Tendered Shares for the Exchange Shares. (b) The Purchaser Such Preferred Holder is acquiring the number of Exchange Shares set forth in Section 2 above in the ordinary course of its business and for its such Preferred Holder's own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Exchange Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares securities within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser Such Preferred Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Exchange Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations")) and any applicable state securities laws. (d) The Purchaser Such Preferred Holder has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below)Appendix A, and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration StatementClosing. (e) The Purchaser Such Preferred Holder has, previously or in connection with its the decision to purchase participate in the number of Shares set forth in Section 2 aboveExchange, relied solely upon reviewed the Company Documents and Company's documents filed with the representations and warranties of SEC under the Company contained in this AgreementExchange Act since December 29, 2002. (f) The Purchaser Such Preferred Holder is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) The Exchange Shares were not offered to such Preferred Holder through any form of general solicitation or general advertisement. (h) The address of such Preferred Holder at which the decision to invest in the Exchange Shares was made is set forth on the signature page to this Agreement.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (aA) The Purchaser (i) is knowledgeablean “accredited purchaser” as defined in Rule 501(a)(3), sophisticated (4), (5), (6), (7) or (8) under the 1933 Act, (ii) has the knowledge, sophistication and experienced in makingexperience necessary to make, and is qualified to make, make decisions with respect to to, investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including Securities and investments in securities issued by companies comparable to the Company, (iii) can bear the economic risk of a total loss of its investment in the Securities and (iv) has requested, received, reviewed and considered all information it deems deemed relevant in making an informed decision to purchase the Shares.Securities, including the Disclosure Material; (bB) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and Securities for its own account and not with a view towards, or for investment (as defined for purposes of resale in connection with, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement public sale or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement.thereof; (cC) The Purchaser was not organized for the specific purpose of acquiring the Securities; (D) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act 1933 Act, applicable state securities laws and the respective rules and regulations promulgated thereunder (the "Rules and Regulations").thereunder; (dE) The Purchaser understands that the Securities are being offered and sold in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities; (F) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the merits of this transaction; (G) The Purchaser acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the United States where action for that purpose is required. If the Purchaser is located or domiciled outside the United States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense; (H) The Purchaser has completed been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company, including materials relating to the terms and conditions of the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to the Purchaser. Notwithstanding the foregoing, in entering into this Agreement, the Purchaser represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or caused oral information communicated to be completed the Stock Certificate Questionnaire and Purchaser; (I) The Purchaser has independently evaluated the Registration Statement Questionnaire, attached merits of its decision to purchase Securities pursuant to this Agreement as Appendices I and II, for use in preparation of the Registration Statement Agreement; and (J) The Purchaser is a “Qualified Purchaser” as defined in Section 7.3 below)2(a)(51) of, and of related rules under, the answers 1940 Act, as amended and that either: (i) the information related to the Questionnaires are status of the Purchaser as a Qualified Purchaser provided in the subscription agreement delivered to the Company as part of the prior offering by the Company of its common stock and warrants has not changed and is true and correct complete in all respects as of the date of this Agreement Agreement, or (ii) a subscription agreement has been completed, executed, and will be true and correct delivered to the Company confirming the status of the Purchaser as a Qualified Purchaser as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser severally and not jointly represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities. (b) The Purchaser is acquiring the number principal amount of Shares Notes set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, only and has no present intention of distributing any of the Shares Securities nor any arrangement or understanding with any other persons regarding the distribution of such Shares Securities within the meaning of Section 2(11) of the Securities Act, other than except as contemplated in Section 7 6 of this Agreement; provided, however, that in making such representation, such Purchaser does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Investor Questionnaire and the Registration Statement Selling Stockholder Notice and Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 belowthe “Investor Questionnaire” and the “Selling Stockholder Questionnaire,” respectively), and the answers to the Questionnaires are true and correct in all material respects as of the date of this Agreement and will be true and correct as of the Closing Date and the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number principal amount of Shares Notes set forth in Section 2 above, relied solely upon the Company Exchange Act Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser believes it has received all information it considers necessary or appropriate for deciding whether to purchase the Securities. The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchasers to rely on such representations and warranties. (g) As of the date hereof, in the event of the conversion of the Notes, each Purchaser would own that number of shares of Common Stock noted in Schedule A hereto. (h) The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each The Purchaser hereby represents, warrants and covenants to the Company as follows: (a) The Purchaser has such knowledge and experience in financial and business matters that it is knowledgeable, sophisticated capable of evaluating the merits and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in risks of the purchase of the Shares, including investments in securities issued by the CompanyShares or Additional Shares (if any), and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesShares or Additional Shares (if any). (b) The Purchaser is acquiring the number of Shares or Additional Shares (if any) set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Additional Shares (if any) except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 7.1 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Purchaser shall be entitled to update such information by providing timely written notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser Such Preferred Holder is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesExchange, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase Exchange such Preferred Holder’s Tendered Shares for the Exchange Shares. (b) The Purchaser Such Preferred Holder is acquiring the number of Exchange Shares set forth in Section 2 above in the ordinary course of its business and for its such Preferred Holder’s own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Exchange Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares securities within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser Such Preferred Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Exchange Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations")”) and any applicable state securities laws. (d) The Purchaser Such Preferred Holder has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below)Appendix A, and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration StatementClosing. (e) The Purchaser Such Preferred Holder has, previously or in connection with its the decision to purchase participate in the number of Shares set forth in Section 2 aboveExchange, relied solely upon reviewed the Company Documents and Company’s documents filed with the representations and warranties of SEC under the Company contained in this AgreementExchange Act since December 29, 2002. (f) The Purchaser Such Preferred Holder is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) The Exchange Shares were not offered to such Preferred Holder through any form of general solicitation or general advertisement. (h) The address of such Preferred Holder at which the decision to invest in the Exchange Shares was made is set forth on the signature page to this Agreement.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser severally and not jointly represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities. (b) The Purchaser is acquiring the number principal amount of Shares Notes set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, only and has no present intention of distributing any of the Shares Securities nor any arrangement or understanding with any other persons regarding the distribution of such Shares Securities within the meaning of Section 2(11) of the Securities Act, other than except as contemplated in Section 7 6 of this Agreement; provided, however, that in making such representation, such Purchaser does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Investor Questionnaire and the Registration Statement Selling Stockholder Notice and Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 belowthe “Investor Questionnaire” and the “Selling Stockholder Questionnaire”, respectively), and the answers to the Questionnaires are true and correct in all material respects as of the date of this Agreement and will be true and correct as of the Closing Date and the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number principal amount of Shares Notes set forth in Section 2 above, relied solely upon the Company Exchange Act Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser believes it has received all information it considers necessary or appropriate for deciding whether to purchase the Securities. The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchasers to rely on such representations and warranties. (g) As of the date hereof, in the event of the conversion of the Notes, each Purchaser would own that number of shares of Common Stock noted in Schedule A hereto. (h) The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (aA) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (bB) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (cC) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (dD) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (eE) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (fF) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above opposite its name on Schedule A in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvement Act of 1976 and the regulations thereunderregulatioxx xxxxxxxxxx) onlyxxly, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities ActShares, other than as contemplated in Section 7 of this AgreementAgreement or as would otherwise not be in violation of the Securities Act or any applicable state securities laws. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed and delivered to the Company the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Certificates, any necessary filings required by applicable state securities laws and the Registration Statement (as defined in Section 7.3 7.4 below), and the answers to the Questionnaires are true and correct in all material respects as of the date of this Agreement and will be true and correct in all material respects as of the effective date of the Registration Statement; provided that the Purchasers Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (ed) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Company contained Shares or the fairness or suitability of the investment in this Agreementthe Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares. (fe) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (f) The Purchaser understands that the offer and sale of the Shares to the Purchaser have not been and are not being registered under the Securities Act or any state securities laws, and the Shares may not be offered for sale, sold, assigned, pledged, transferred or otherwise

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Common Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Common Shares. (b) The Purchaser is acquiring the number of Common Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Common Shares nor any arrangement or understanding with any other persons regarding the distribution of such Common Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Common Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Common Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser The Placement Agent represents, warrants and covenants to the Company as follows: (aA) The Purchaser Placement Agent is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase acceptance of the SharesWarrant, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase accept the SharesWarrant. (bB) The Purchaser Placement Agent is acquiring a warrant for the number of Shares shares of Common Stock set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Warrant or the Warrant Shares nor any arrangement or understanding with any other persons regarding the distribution of such the Warrant or the Warrant Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 6 of this Agreement. (cC) The Purchaser Placement Agent will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Warrant or the Warrant Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (dD) The Purchaser Placement Agent has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and IIAppendix I, for use in preparation of the Registration Statement (as defined in Section 7.3 6.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Placement Agent shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (eE) The Purchaser Placement Agent has, in connection with its decision to purchase accept the Warrant for the number of Shares shares of Common Stock set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (fF) The Purchaser Placement Agent is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations")Regulations thereunder. (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company.

Securities Law Representations and Warranties. Each The Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser severally, but not jointly, represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above on Schedule A in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated except in compliance with Section 7 of this Agreement5.1(c). (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act Act, applicable blue sky laws and the rules and regulations promulgated thereunder (the "Rules and RegulationsRULES AND REGULATIONS"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company at least five business days before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon Schedule A, relied solely upon the Company Documents Documents, the other information delivered to the Purchasers by the Company as described in Section 5.1(a) above and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) The Purchaser represents and warrants to and covenants with the Company that it has not engaged and will not engage in any short sales of the Company's Common Stock. Each party hereto acknowledges that each Purchaser is a third party beneficiary to the representations, warranties and covenants made by each other Purchaser under this Section 5.1(g).

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and companies similar to the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution of this Agreement or the Purchase of Shares by the Purchaser. b) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by companies such as the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (bc) The Purchaser has taken all corporate action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. d) The Purchaser is acquiring the number of Shares set forth opposite such Purchaser's name in Section 2 above attached Schedule A in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvement Act of 1976 and the regulations xxx xxx xxxxxxxxxns thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. e) The Purchaser is an institutional investor otherwise exempt from the reporting requirement of the Hart-Scott Rodino Antitrust Improvements Act of 1976, xx xxxxxxx (cxxx the regulations thereunder) with respect to the transaction hereunder. f) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). g) The Purchaser does not have as of the date hereof any (di) short positions in the Company's securities or (ii) put or other option to dispose of the Company's securities. Each party hereto acknowledges that each Purchaser is a third party beneficiary of the representations, warranties and covenants made by each other Purchaser under this Section V.A.g). h) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 VII.C below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (ei) The Purchaser has, in connection with its decision to purchase the number of Shares set forth opposite such Purchaser's name in Section 2 aboveattached Schedule A, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (fj) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Stock Certificate Questionnaire and Registration Statement Questionnaire, forms of which are attached hereto as Appendices I and II.

Securities Law Representations and Warranties. Each Purchaser severally and not jointly represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the SharesSecurities. (b) The Purchaser is acquiring the number principal amount of Shares Notes set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, only and has no present intention of distributing any of the Shares Securities nor any arrangement or understanding with any other persons regarding the distribution of such Shares Securities within the meaning of Section 2(11) of the Securities Act, other than except as contemplated in Section 7 6 of this Agreement; provided, however, that in making such representation, such Purchaser does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number principal amount of Shares Notes set forth in Section 2 above, relied solely upon the Company Documents Exchange Act Documents, and the information provided pursuant to the Confidentiality Agreement and the representations and warranties of the Company contained in this Agreement. (e) The Purchaser believes it has received all information it considers necessary or appropriate for deciding whether to purchase the Securities. The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchasers to rely on such representations and warranties. (f) As of the date hereof, in the event of the conversion of the Notes, each Purchaser would own that number of shares of Common Stock noted in Schedule A hereto. (g) The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The With the exception of Lombard Odier & Cie ("Lombard") which makes separate representations below, the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than or as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The With the exception of Lombard which makes separate representations below, the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) Separate representations of Lombard: (i) Lombard is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business for its account, the account of the Lombard Odier Immunology Fund ("LOIF"), or for the account of its clients for investment (as defined for purposes of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares other than as contemplated in Section 7 if this Agreement. Lombard's clients have represented to Lombard that such clients are acquiring the Shares for investment only, and with no present intention of distributing any of the Shares other than as contemplated in Section 7 of this Agreement. (ii) Lombard represents that it, LOIF, and any of its clients to which it attributes the Shares is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company.

Securities Law Representations and Warranties. (i) Each Purchaser representsof the Optionee and the Executive (i) is an “accredited investor” as defined in Regulation D under the Securities Act, warrants (ii) has the knowledge, sophistication and covenants experience necessary to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in makingmake, and is qualified to make, make decisions with respect to to, investments in shares representing securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the CompanyCompany and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in this Stock Option and the Common Stock and (iv) has requested, received, reviewed and considered all information it deems deemed relevant in making an informed decision to purchase this Stock Option and the Shares.Common Stock; (bii) The Purchaser Optionee is acquiring this Option or the number of Shares set forth in Section 2 above in the ordinary course of its business and Option Shares, as appropriate, for its own account for investment (as defined only and not with a view towards, or for purposes of resale in connection with, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement public sale or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement.thereof; (ciii) The Purchaser Optionee was not organized for the specific purpose of acquiring this Stock Option or the Option Shares; (iv) The Optionee will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) this Option any of the Option Shares except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), applicable state securities laws and the respective rules and regulations promulgated thereunder (the "Rules and Regulations").thereunder; (dv) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire Optionee understands that this Option and the Registration Statement Questionnaire, attached Option Shares are being offered and sold to this Agreement as Appendices I and II, for use the Optionee in preparation reliance on specific exemptions from the registration requirements of the Registration Statement (as defined in Section 7.3 below)United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the answers to the Questionnaires are true Optionee’s compliance with, representations, warranties, agreements, acknowledgements and correct as understandings of the date Optionee set forth herein in order to determine the availability of such exemptions and the eligibility of the Optionee to acquire this Option and the Option Shares; (vi) The Optionee acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of this Agreement Option and will be true and correct as the Option Shares, or possession or distribution of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, offering materials in connection with its decision to purchase the number issue of Shares set forth in Section 2 above, relied solely upon the Company Documents this Option and the representations Option Shares, in any jurisdiction outside the United States where action for that purpose is required. If the Optionee is located or domiciled outside the United States it agrees to comply with all applicable laws and warranties of regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers this Option and the Company contained Option Shares or has in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.its possession or distributes any offering material, in all cases at its own expense;

Securities Law Representations and Warranties. Each Purchaser Purchaser, severally and not jointly, represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesPurchased Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchased Shares. (b) The Purchaser is acquiring the number of Purchased Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Purchased Shares, Warrants or Warrant Shares nor any arrangement or understanding with any other persons regarding the distribution of such Purchased Shares, Warrants or Warrant Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Purchased Shares, Warrants or Warrant Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Purchased Shares and Warrants set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) The Purchaser has not, from the time the Purchaser first became aware of the transactions contemplated by this Agreement through the date of this Agreement, directly or indirectly, entered into any hedging or similar transaction regarding any Common Shares or granted any option to sell (including without limitation any short sale, whether or not against the box), loaned, pledged, transferred, established an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise granted any rights (including, without limitation, any put or call option) with respect to any Common Shares or any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Common Shares. From the date of this Agreement to the Closing, the Purchaser agrees not to, directly or indirectly, enter into any hedging or similar transaction regarding any Common Shares or grant any option to sell (including, without limitation, any short sale, whether or not against the box), loan, pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise granted any rights (including, without limitation, any put or call option) with respect to any Common Shares or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Common Shares. (h) The Purchasers have not and will not act in concert, or as part of a group or partnership in connection with their purchase of the Purchased Shares, the Warrants and the Warrant Shares or any other transactions contemplated under this Agreement.

Securities Law Representations and Warranties. Each Purchaser The Placement Agent represents, warrants and covenants to the Company as follows: (a) The Purchaser Placement Agent is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase acceptance of the SharesWarrant, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase accept the SharesWarrant. (b) The Purchaser Placement Agent is acquiring a warrant for the number of Shares shares of Common Stock set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvement Act of 1976 and the regulations thereunderregulatixxx xxxxxxxxxx) onlyxnly, and has no present intention of distributing any of the Warrant or the Warrant Shares nor any arrangement or understanding with any other persons regarding the distribution of such the Warrant or the Warrant Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 6 of this Agreement. (c) The Purchaser Placement Agent will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Warrant or the Warrant Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser Placement Agent has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and IIAppendix I, for use in preparation of the Registration Statement (as defined in Section 7.3 6.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Placement Agent shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser Placement Agent has, in connection with its decision to purchase accept the Warrant for the number of Shares shares of Common Stock set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser Placement Agent is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and . Such Purchaser has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Such Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account (except that Wedbush Mxxxxx Securities is acquiring, and will be holding as nominee, its Shares for the account of not more than 30 of its customers) for investment (only and, except as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) onlycontemplated by this Agreement, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Such Purchaser has, in connection with its decision to purchase the Shares, relied solely upon the representations and warranties of the Company contained in this Agreement, review of the Company Documents and its own due diligence examination of the Company. (d) Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "“Rules and Regulations"”). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Such Purchaser hashas not taken, and will not take, any action that might reasonably be expected to cause or result in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties unlawful manipulation of the Company contained price of the Common Stock to facilitate its purchase of the Shares. Such Purchaser will not, directly or indirectly, carry any short position in this Agreementthe Company’s Common Stock prior to the closing Date and will not make arrangements with any third party to carry any short position. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Each Purchaser is knowledgeablean "accredited investor" as defined in Regulation D under the Securities Act and the Purchaser has the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make, make decisions with respect to to, investments in shares representing securities presenting an investment decision like that involved in the purchase of the SharesShares and the Warrants, including investments in securities issued by the CompanyCompany and investments in comparable companies, and can bear the economic risk of a total loss of its investment in the Securities, has requested, received, reviewed and considered all information it deems deemed relevant in making an informed decision to purchase the Shares.Securities and has had a reasonable opportunity to ask questions of and receive answers from representatives of the Company or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the Purchasers; provided, however, neither such inquiries nor any other due diligence investigation conducted by the Purchasers, or the Purchasers' respective counsel, or any of their representatives shall modify, amend or affect the Purchasers' right to rely on the Company's representations and warranties contained in Article II hereof; (b) The Each Purchaser (i) is acquiring the number Securities and (ii) upon exercise of the Warrants held by it, will acquire the Warrant Shares set forth in Section 2 above in the ordinary course of its business and then issuable upon exercise thereof for its own account for investment (as defined only and not with a view towards, or for purposes of resale in connection with, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 public sale or distribution thereof in any circumstance that could cause the Offering and the regulations thereunder) only, and has no present intention of distributing any sale of the Shares nor any arrangement or understanding with any other persons regarding and the distribution of such Shares within the meaning of Warrants hereunder to not be exempt from registration pursuant to Section 2(114(2) of the Securities Act, other than as contemplated in Section 7 of this Agreement.; (c) The Each Purchaser was not organized for the specific purpose of acquiring the Securities; (d) Each Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement.thereunder; (e) The Each Purchaser hasunderstands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, in connection with its decision to purchase and the number Purchaser's compliance with, representations, warranties, agreements, acknowledgements and understandings of Shares the Purchaser set forth herein and in Section 2 above, relied solely upon the Company Documents applicable Warrant in order to determine the availability of such exemptions and the representations and warranties eligibility of the Company contained in this Agreement.Purchaser to acquire the Securities; (f) The Each Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities; and (g) Each Purchaser acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the United States where action for that purpose is required. If the Purchaser is an "accredited investor" within located or domiciled outside the meaning of Rule 501 of Regulation D promulgated under the United States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Actor has in its possession or distributes any offering material, in all cases at its own expense.

Securities Law Representations and Warranties. Each The Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. Further, the Purchaser has had such opportunity to obtain additional information and to ask questions of, and receive answers from, the Company, concerning the terms and conditions of the investment and the business and affairs of the Company, as the Purchaser considers necessary in order to form an investment decision. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct and has completed and returned the Investor Questionnaire previously provided by the Company. (g) The Purchaser is an entity organized under the laws of the State of Delaware, and its principal place of operations is in the State of New York.

Securities Law Representations and Warranties. Each The Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires Questionnaire are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows: (a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares. (b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement. (c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). (d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement. (e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement. (f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.