Common use of Securities Laws Representations Clause in Contracts

Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.

Securities Laws Representations. Purchaser is acquiring the ------------------------------- (a) The Acquisition Shares will be acquired for Purchaser's investment purposes for Seller’s own account account, not as a nominee or agent, and not with a view to the resale or for sale in connection distribution of any part thereof. Seller has neither any present intention of effecting, nor any agreement, understanding or arrangement with any distribution. Person regarding, the sale, the granting of any participation in or any other distribution or transfer of any of the Acquisition Shares. (b) Seller has had an opportunity to ask questions and receive answers from Purchaser regarding the terms and conditions of the offering of the Acquisition Shares pursuant to this Agreement and the business, operations, properties and assets of Purchaser. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Acquisition Shares and has such knowledge and experience in financial and or business matters such that Purchaser it is capable of evaluating the merits and risks of its the investment in the Acquisition Shares. Seller has not been organized for the purpose of acquiring the Acquisition Shares. (d) Seller is an “accredited investor” within the meaning of Rule 501, as presently in effect, of Regulation D under the Securities Act. (e) Seller understands that the Acquisition Shares are characterized as “restricted securities” under United States federal securities laws inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that, under such laws and applicable regulations, such Acquisition Shares may be resold without registration under the Securities Act only in certain limited circumstances. Seller is able to bear familiar with Rule 144 promulgated under the economic risk of such investment Securities Act, as presently in effect, and is able to protect understands the Purchaser's own interests in connection with this transactionresale limitations imposed thereby and by the Securities Act. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning Seller understands that an investment in the SharesAcquisition Shares involves an extremely high degree of risk and may result in a complete loss of Seller’s investment. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Seller understands that the Acquisition Shares have not been and will not be registered under the Securities Act and the Shares may have not been and will not be transferred by Purchaser registered or qualified in any state in which they are offered, and thus Seller will not be able to resell or otherwise transfer such Acquisition Shares unless they such Acquisition Shares are subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The . (f) Seller has no immediate need for liquidity in connection with such Seller’s investment in the Acquisition Shares, does not anticipate that it will be required to sell the Acquisition Shares shall not be transferred without registration under in the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as foreseeable future and has the capacity to sustain a complete loss of its investment in the Acquisition Shares. (g) Seller understands that term is defined the instruments evidencing the Acquisition Shares may bear a legend substantially in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legendform: “THE SHARES SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE AMENDED (THE “SECURITIES LAWSACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED ABSENT IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.” (i) Seller acknowledges and confirms that it has read this Agreement in its entirety, that it has been given the opportunity to consider the Agreement and seek independent legal counsel and advice and that it enters into this Agreement voluntarily and intending to be legally bound.

Securities Laws Representations. Purchaser Without limiting any of the representations and warranties of 4Health contained herein, Xxxxx hereby acknowledges and agrees with 4Health that he is familiar with 4Health's assets, business, financial condition, results of operations, and prospects. He is aware of the risks attendant to an investment in the 4Health Common Stock. He has relied solely upon the independent investigations made by him and his representatives and 4Health's representations and warranties set forth herein in making a decision to approve the Merger and to acquire the 4Health Common Stock nad has a full understanding and appreciation of the risks inherent in such a speculative investment. In connection with such investigation, he and his advisors, if any, have had the opportunity to ask, to the extent he considered necessary, questions of, and have received answers from, officers of 4Health concerning the affairs of 4Health and have had access to reports filed by 4Health with the Commission (as hereinafter defined), all documents, records, books and additional information which he has deemed necessary to make an informed investment decision to acquire the 4Health Common Stock. He recognizes that the offer and sale by 4Health to him of the 4Health Common Stock has not been registered under the Securities Act or any other domestic or foreign securities laws (the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any such other applicable domestic and foreign securities laws are hereinafter collectively referred to herein as the "Securities Laws") and, except as set forth in 6.02 hereof, will not be registered under any such Securities Laws, in reliance upon exemptions from the registration requirements thereof. He is acquiring the ------------------------------- Shares 4Health Common Stock solely for Purchaser's his own account for investment and not with a view to to, or for sale offer or resale in connection with with, a distribution thereof in violation of any distributionSecurities Laws. Purchaser He understands that the effect of such representations and warranties is that such Stock must be held indefinitely unless the sale or transfer thereof is subsequently registered under applicable Securities Laws or an exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in Section 6.02 hereof, 4Health is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of the 4Health Common Stock or otherwise to register such Stock for sale under applicable Securities Laws. Xxxxx represents and warrants that he has such knowledge and experience in financial and business matters that Purchaser is as to be capable of evaluating the merits and risks of its investment approving the Merger and investing in the Shares4Health Common Stock; he is an "accredited investor" as defined in Rule 501 of Regulation D; and that the statements contained in this Section 3.23 are true, is able to bear the economic risk of such investment correct and is able to protect the Purchaser's own interests complete in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub all material respects and their affiliates as Purchaser deems do not omit any material fact necessary to enable Purchaser make such statements not misleading. Xxxxx shall make no sale or other disposition of his 4Health Common Stock unless (a) 4Health shall have received an opinion of counsel satisfactory in form and substance to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware it that the Shares have not been registered under the Securities Act and the Shares sale or other disposition may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred made without registration under the then applicable provisions of the Securities Act Laws and the rules and regulations promulgated thereunder, or an applicable exemption therefrom. Purchaser (b) such Stock is an accredited investor as that term is defined included in Rule 501(a) of Regulation D promulgated by the SEC a currently effective registration statement under the Securities Act. Purchaser acknowledges that until Neither Xxxxx, his wife nor any holder of a Converted Share has been convicted of any felony or misdemeanor in connection with the Shares are sold pursuant to registration under purchase and sale of any security or involving the making of any false filing with the Securities Act and Exchange Commission ("Commission"). Neither Xxxxx, his wife nor any holder of a Converted Share nor IN or an available exemption therefromany subsidiary of IN, all certificates representing Shares shall bear nor any officer, director and/or shareholder of IN or any subsidiary of IN, is subject to any order, judgment or decree of any court of competent jurisdiction, temporarily or preliminarily restraining or enjoining, or subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchase and sale of any security or involving the making of any false filing with the Commission. Xxxxx agrees to secure and furnish to 4Health prior to the Effective Time investment representation letters from his wife and any other holder of Converted Shares, AS AMENDEDif any, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYaddressed to 4Health containing the same representations and warranties made by Xxxxx in this Section 3.23.

Securities Laws Representations. Purchaser is acquiring The following provisions shall apply in respect of the ------------------------------- Shares for Purchaser's own account acquisition of the limited liability company interests in the Company by a Member or the issuance of the limited liability company interests in the Company to a Member, as applicable: (a) No registration statement relating to the limited liability company interests in the Company or otherwise has been or shall be filed with the United States Securities and not with a view to Exchange Commission under the Securities Act of 1933, as amended, or for sale in connection with any other governmental or regulatory agency under any securities laws or so-called “blue-sky” laws of any state (together with the Securities Act of 1933, as same may be amended from time to time, the “Securities Laws”). (b) Each Member represents and warrants to each other Member, to the Manager and to the Company that: (i) Such Member has the power and authority to execute and comply with the terms and provisions hereof. (ii) Such Member’s interest in the Company has been or will be acquired solely by and for the account of such Member for investment purposes only and is not being purchased for subdivision, fractionalization, resale or distribution; such Member has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or anyone else such Member’s interest in the Company (or any portion thereof); and such Member has no present plans or intentions to enter into any such contract, undertaking or arrangement. (iii) Such Member’s interest in the Company has not and will not be registered under the Securities Act of 1933, as amended, or the Securities Laws of any state, and cannot be sold or transferred without compliance with the registration provisions of said Securities Act of 1933, as amended, and the applicable state Securities Laws, or compliance with exemptions, if any, available thereunder. Purchaser Such Member understands that neither the Company nor any Member nor the Manager has any obligation or intention to register the limited liability company interests under any Securities Laws, or to file the reports to make public the information required by Rule 144 under the Securities Act of 1933, as amended. (iv) Such Member expressly represents that (A) it has such knowledge and experience in financial and business matters that Purchaser in general, and in investments of the type to be made by the Company in particular; (B) it is capable of evaluating the merits and risks of an investment in the Company; (C) its financial condition is such that it has no need for liquidity with respect to its investment in the Shares, Company to satisfy any existing or contemplated undertaking or indebtedness; (D) it is able to bear the economic risk of its investment in the Company for an indefinite period of time, including the risk of losing all of such investment, and loss of such investment would not materially adversely affect it; and (E) it has either secured independent tax advice with respect to the investment in the Company, upon which it is solely relying or it is sufficiently familiar with the income taxation of partnerships and limited liability companies that it has deemed such independent advice unnecessary. (v) Such Member acknowledges that the Manager has made all documents pertaining to the transaction available and has allowed it an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the documents. Such Member is aware of the provisions of this Agreement providing for additional capital contributions and dilution of its interest in the Company. (vi) Such Member has relied solely upon the documents submitted to it and independent investigations made by it and its legal and other representatives in making the decision to purchase its limited liability company interest in the Company and is able to protect not relying on any representation made by any other Member, the Purchaser's own interests Company, or the Manager other than the representations as are specifically set forth in connection with this transaction. Purchaser Agreement. (vii) Such Member expressly acknowledges having had access that (A) no federal or state agency has reviewed or passed upon the adequacy or accuracy of the information set forth in the documents submitted to such information concerning ParentMember or made any finding or determination as to the fairness for investment, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning or any recommendation or endorsement of an investment in the Shares. In entering into this Agreement and consummating Company; (B) there are restrictions on the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks transferability of such transactions. Purchaser is aware that Member’s limited liability company interest in the Shares have not been registered under Company; (C) there will be no public market for the Securities Act and the Shares limited liability company interest of such Member, and, accordingly, it may not be transferred by Purchaser unless they are subsequently registered under possible for such Member to liquidate its investment in the Securities Act Company; and (D) any anticipated federal or an exemption from state income tax benefits applicable to such registration is available. The Shares shall not Member’s limited liability company interest in the Company may be transferred without registration under the Securities Act lost through changes in or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefromadverse interpretations of, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYexisting laws and regulations.

Securities Laws Representations. (i) The Purchaser has received and carefully read are audited consolidated balance sheet of the Company as of August 20, 1999, which reflects that the Company has no assets. The Purchaser recognizes that the Company and Watch-Edge have previously filed a voluntary petition of reorganization under Chapter 11 of the U. S. Bankruptcy Code, (the "Bankruptcy Proceedings") in the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division (the "Bankruptcy Court"). The Bankruptcy Court, on August 9, 1999, confirmed the Company's Joint Plan of Reorganization, will became effective on August 20, 1999. Pursuant to the Confirmation Order issued by the Bankruptcy Court, all property of the, Company and its subsidiaries became vested in the ERLY and WEI Creditors' Limited Partnership for the benefit of the Company's creditors and, as a result, The Company retained no assets, other than the capital stock in the Subsidiaries. The Purchaser also understands and acknowledges that an investment in the Company involves significant risk including the risk that the Purchaser will lose its entire investment. (ii) The Purchaser is acquiring the ------------------------------- Shares with the understanding that the Company is a "shell" with sufficient assets to cover outstanding liabilities, and no operations. (iii) The parties hereto acknowledge and agree that while the Company's shares of Common Stock have been previously registered With the SEC pursuant to Section 12(g) of tho Securities Exchange Act of 1934, as amended, the Company has not filed certain reports with the SEC because of the Bankruptcy Proceedings, and as a result, its shares of Common Stock were delisted from the Nasdaq ,Stock Market, and are not presently eligible for quotation on the OTCBB. (iv) The Purchaser has been furnished materials relating to the Company, its business and financial condition and any other matter which it has requested and its representatives have been afforded the opportunity to ask questions and receive answers concerning the terms and conditions of the issuance and sale of the shares hereby and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. (v) The Company has answered all inquiries that the Purchaser's own account representatives have made of it concerning the Company, its business, and not with a view financial condition, or any other matter relating to or for the operation of the Company and the issuance and sale in connection with any distribution. of the Shares. (vi) The Purchaser is an "accredited investor" within the means of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), The Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable to enable it to utilize the information made available to it in connection with the issuance of evaluating the Shares, to evaluate the merits and risks of the prospective investment, and to make an informed investment decision with respect thereto. (vii) The Purchaser (A) has adequate means of providing for its current needs and possible contingencies, (B) has no need for liquidity in this investment, (C) is able to bear the economic risks of its investment in the Shares, is able to bear and (D) at the economic risk present time, can afford a complete loss of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, investment. (viii) The Purchaser is relying solely on purchasing the Shares for its own investigation account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or indirect beneficial interest in such Shares. (ix) The undersigned understands that (A) there is and will be no market for the Common Stock of Parentthe Company, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and (B) the merits and risks sale of such transactions. Purchaser is aware that the Shares have has not been and will not be registered under the Securities Act in reliance of the exemption for non-public offerings provided by Section 4(2) of the Securities Act and the Shares may not Regulation D promulgated thereunder and must be transferred by Purchaser held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available; (C) the Company is under no obligation to register the Shares on behalf of the Purchaser or to assist it in complying with any exemption. The from registration, and (D) the Shares shall may not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in sold pursuant to Rule 501(a) of Regulation D 144 promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act unless all of the conditions of such Rule are met. (x) The Purchaser understands that no Federal or an available exemption therefromState agency has passed upon the Shares, or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares, The Purchaser will not transfer the Shares without registering or qualifying the same under applicable state securities laws unless such transfer is exempt under such laws. (xi) All information which the Purchaser has provided to the Company concerning itself, its financial position, and its knowledge of financial and business matters, including all certificates representing Shares shall bear information contained herein, is true and complete as of the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933date hereof, AS AMENDEDand if there should by any adverse change in such information prior to the closing of the sale of the Shares, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYthe Purchaser will immediately provide the Company with accurate and complete information concerning any such change.

Securities Laws Representations. Purchaser is acquiring (a) The Notes and, if applicable, the ------------------------------- Shares shares of Buyer Common Stock issuable as Milestone Consideration being acquired by Seller hereunder (collectively, the “Buyer Securities”) will be acquired for Purchaser's investment purposes for Seller’s own account account, not as a nominee or agent, and not with a view to the resale or for sale in connection distribution of any part thereof. Seller has neither any present intention of effecting, nor any Contract with any distribution. Purchaser Person regarding, the sale, the granting of any participation in or any other distribution or transfer of any of the Buyer Securities. (b) Seller has had an opportunity to ask questions and receive answers from Buyer regarding the terms and conditions of the offering of the Buyer Securities pursuant to this Agreement and the business, operations, properties and assets of Buyer. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Buyer Securities and has such knowledge and experience in financial and or business matters such that Purchaser it is capable of evaluating the merits and risks of its the investment in Buyer Securities. Seller has not been organized for the Sharespurpose of acquiring the Buyer Securities. (d) Seller is an “accredited investor” within the meaning of Rule 501, as presently in effect, of Regulation D under the Securities Act. (e) Seller understands that the Buyer Securities are characterized as “restricted securities” under United States federal securities laws inasmuch as they are being acquired from Buyer in a transaction not involving a public offering and that, under such laws and applicable regulations, such Buyer Securities may be resold without registration under the Securities Act only in certain limited circumstances. Seller is able to bear familiar with Rule 144 promulgated under the economic risk of such investment Securities Act, as presently in effect, and is able to protect understands the Purchaser's own interests in connection with this transactionresale limitations imposed thereby and by the Securities Act. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning Seller understands that an investment in the SharesBuyer Securities involves an extremely high degree of risk and may result in a complete loss of Seller’s investment. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Seller understands that the Shares Buyer Securities have not been and will not be registered under the Securities Act and the Shares may have not been and will not be transferred by Purchaser registered or qualified in any state in which they are offered, and thus Seller will not be able to resell or otherwise transfer such Buyer Securities unless they such Buyer Securities are subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The Shares shall . (f) Seller has no immediate need for liquidity in connection with such Seller’s investment in the Buyer Securities, does not anticipate that it will be transferred without registration under required to sell the Buyer Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as in the foreseeable future and has the capacity to sustain a complete loss of its investment in the Buyer Securities. (g) Seller understands that term is defined the instruments evidencing the Buyer Securities may bear a legend substantially in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legendform: “THE SHARES SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE AMENDED (THE “SECURITIES LAWSACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED ABSENT IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.”

Securities Laws Representations. Purchaser The Partners severally represent and warrant to Mannatech as follows: (a) Each Partner is fully familiar with the business and financial affairs of Mannatech and has had access to such information regarding the business and financial affairs of Mannatech as he has deemed necessary to enable him to make an informed investment decision with respect to the acquisition of the Shares and the Merger Shares. (b) Each Partner is able to evaluate the merits and risks of an investment in Mannatech common stock. Each Partner is able to bear the economic risk of an investment in the Shares and the Merger Shares including, without limiting the generality of the foregoing, the risk of losing all or any part of his investment in the Shares and the Merger Shares. (c) Each Partner is acquiring the ------------------------------- Shares and the Merger Shares to be acquired by him for Purchaser's his own account for the purpose of investment and not as a nominee or agent for the benefit of any other person, the Shares are not being acquired with a view to or for sale in connection with the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, nor does any distribution. Purchaser Partner have any present intention of distributing or selling any Shares or Merger Shares to be acquired by him. (d) Each Partner has been afforded an opportunity to ask questions about and receive answers and responses concerning the business and financial affairs of Mannatech from persons authorized to act on behalf of Mannatech, and the opportunity to obtain any additional information as such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser Partner deems necessary to enable Purchaser verify the accuracy of information furnished to make an informed decision concerning an investment such Partner by Mannatech. No representation has been made to any Partner as to the profits, losses or cash flow, if any, which may be realized by Mannatech or its shareholders in the Shares. In entering into this Agreement future. (e) The Partners understand and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware agree that neither the Shares have not been registered under nor the Securities Act and the Merger Shares may not be sold, transferred by Purchaser or assigned unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefromis available. Purchaser is an accredited investor as Each Partner understands that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration and the Merger Shares have not been registered under the Securities Act or under the laws of any state, that Mannatech does not contemplate and is under no obligation to so register the Shares or the Merger Shares, and that he has not been granted any right to have any of the Shares or the Merger Shares registered under the Securities Act or to have Mannatech take any action to enable an exemption under the Securities Act to be available exemption therefrom, all certificates representing Shares shall bear to such Partner. (f) Each Partner consents to the placing of the following legendlegend on each certificate issued to him representing any of the Shares or the Merger Shares: "THE SHARES OF COMMON STOCK REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERREDPLEDGED, ASSIGNEDHYPOTHECATED, PLEDGED ASSIGNED OR HYPOTHECATED ABSENT AN EFFECTIVE OTHERWISE TRANSFERRED ONLY IF A REGISTRATION THEREOF UNDER STATEMENT WITH RESPECT THERETO IS IN EFFECT PURSUANT TO THE PROVISIONS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWSACTS OR IF, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY IN THE OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO MANNATECH, INCORPORATED AND ITS COUNSEL, AN EXEMPTION FROM THE COMPANYREGISTRATION REQUIREMENTS OF SUCH ACTS IS AVAILABLE."

Securities Laws Representations. Purchaser (a) Seller 1 is acquiring the ------------------------------- Seller 1 Shares for Purchaser's its own account for investment and not with a view to to, or for sale in connection with, any distribution thereof, nor with any distribution. Purchaser present intention of distributing or selling the same; and Seller 1 has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. (b) Seller 1 has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of the investment in the Seller 1 Shares, has carefully reviewed the representations concerning LCCI contained in this Agreement and has made detailed inquiry concerning LCCI, its business and its personnel; the officers of LCCI have made available to Seller 1 any and all written information that Seller 1 has requested and have answered to Seller 1’s satisfaction all inquiries made by Seller 1. Seller 1 has adequate net worth and means of providing for its current needs and contingencies to sustain a complete loss of its investment in LCCI. Seller 1’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and Seller 1’s investment in the SharesSeller 1 Shares will not cause such overall commitment to become excessive. If needed, is able to bear Seller 1 has discussed with its professional legal, tax and/or financial advisors the economic risk suitability of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the SharesLCCI for Seller 1’s particular tax and financial situation. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Seller 1 understands that the Seller 1 Shares have not been registered under the Securities Act or any other securities laws, by reason of their issuance by LCCI in a transaction exempt from the registration requirements thereof and that the Seller 1 Shares may not be transferred by Purchaser sold unless they are subsequently such disposition is registered under the Securities Act and applicable state securities laws or an exemption is exempt from such registration is availablethereunder. The Seller 1 acknowledges that the certificates representing the Seller 1 Shares shall bear a legend indicating the restrictions on transfers to which they are subject, and any transfer agent employed or utilized by LCCI shall be instructed not be transferred to effect transfer of the Seller 1 Shares without registration prior written authorization from LCCI. (c) Seller 1 is an “accredited investor” within the definition set forth in Rule 501(a) of Regulation D under the Securities Act by virtue of not having been formed for the specific purpose of acquiring the Seller 1 Shares and of having total assets in excess of US$5,000,000. Seller 1 did not receive any information regarding the offer, purchase and sale of the Seller 1 Shares through any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act. (d) Seller 1 is aware of the provisions of Rule 144 under the Securities Act, which permits limited resales of “restricted securities” (as such term is defined in Rule 144), subject to the satisfaction of certain conditions, including, among other things: (i) the condition that there be available certain current public information about the issuer of such securities; (ii) the condition that the sale of securities be effected not less than one year after a party has purchased and paid for the securities to be sold; (iii) the condition that the sale of securities be effected through an applicable exemption therefrom. Purchaser unsolicited “brokers’ transaction” or in transactions directly with a “market maker” (as such terms are defined in Rule 144); and (iv) the condition that the number of securities being sold during any three-month period not exceed specified limitations. (i) Seller 1 hereby certifies that it is an accredited investor not a “U.S. person” as that term is defined in Rule 501(a902(k) of Regulation D promulgated S under the Securities Act (“Regulation S”) and is not acquiring the for the account or benefit of a “U.S. person.” Seller 1 is not a “U.S. person” by virtue of being a partnership, corporation or similar entity organized or incorporated under the SEC laws of a state, province or country other than the United States or a state thereof and not organized by a resident of the United States principally for the purpose of investing in securities in transactions not registered under the laws of the Securities Act. (ii) Seller 1 acknowledges that the issuance of the Seller 1 Shares constitutes an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S. The issuance of the Seller 1 Shares is an “offshore transaction” because Seller 1: (x) is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S; (y) was not a “U.S. person” at the time the offer to acquire the Seller 1 Shares was made to and accepted by Seller 1; and (z) was not solicited to acquire the Seller 1 Shares by way of directed selling efforts in the United States. (iii) Seller 1 agrees to resell the Seller 1 Shares only in accordance with the resale provisions of Regulation S, pursuant to an available exemption from registration or pursuant to a registration statement under the Securities Act. Purchaser acknowledges that until Seller 1 agrees not to engage in hedging transactions with regard to the Seller 1 Shares unless such transactions are sold pursuant to registration under in compliance with applicable provisions of the Securities Act or an available exemption therefrom, all Act. Seller 1 is aware that the certificates representing the Seller 1 Shares shall bear contain a legend to the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYeffect of the foregoing.

Securities Laws Representations. (a) The Purchaser is an "Accredited Investor," as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchaser is acquiring the ------------------------------- Shares Debentures solely for the Purchaser's own account and not as a nominee or agent for any third party, for investment purposes only, and not with a view to or for sale in connection with any distribution. The Purchaser does not have any contract, undertaking, agreement, or arrangement with any person to sell or transfer the Debentures or grant participations in the Debentures to such person or to any third person. (c) The Purchaser understands that the sale of the Debentures, and the issuance of shares (the "Shares") of the Company's common stock (the "Common Stock") on conversion of the Debentures, has not been registered under the Securities Act, or registered or qualified under the securities laws of any (collectively, the "Securities Laws"), in reliance upon exemptions from such registration and qualification requirements, and that such exemptions are dependent in part on the representations made herein. The Purchaser understands that any subsequent resale of the Debentures or the Shares must either be registered and/or qualified pursuant to the Securities Laws or be pursuant to an exemption from registration and qualification contained in the Securities Laws or the rules and regulations thereunder. (d) The Purchaser underst- 8 - ands that since the sale of the Debentures has not been registered or qualified under the Securities Laws, the Purchaser must bear the economic risk of an investment in the Debentures for an indefinite period of time. The Purchaser understands that the Company has no obligation to register or qualify the Debentures for resale under the Securities Laws or to take any action (including but not limited to the filing of reports or the publication of information required by Rule 144 under the Securities Act) that would make available any exemption from such registration and/or qualification requirements. The Purchaser further understands that while the Company has an obligation to register the Shares for resale, there are certain restrictions on such obligation and further restrictions and delays in the registration process, such that timely registration of the Shares for resale may not be available when the Purchaser desires. (e) The Purchaser understands that the purchase of the Debentures involves certain risks, and the Purchaser has such knowledge taken full cognizance of and understand all the risks related to the purchase of the Debentures. The Purchaser has the knowledge, sophistication, and experience in financial and business matters that Purchaser is to be capable of fully evaluating the merits and risks of its investment in the Sharespurchase of the Debentures, is able to bear be capable of fully understanding the economic risk of such investment information provided by the Company, and is to be able to protect the Purchaser's own interests in connection with this transactionthe purchase of the Debentures. The Purchaser acknowledges having had access to such information concerning Parentis capable of bearing the economic risk of a complete loss of the Purchaser's investment in the Debentures. The Purchaser was not formed for the purpose of purchasing the Debentures. (f) The Purchaser has undertaken an independent investigation of the investment in the Debentures and of the business potential of the Company as a prudent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning sophisticated investor would deem appropriate for an investment in the SharesDebentures. In entering into this Agreement The Purchaser believes that the Purchaser has received all the information the Purchaser considers necessary or appropriate for deciding whether to purchase the Debentures. The Purchaser has had the opportunity to ask questions and consummating receive answers from the transactions contemplated hereby, Purchaser is relying solely on Company concerning its own investigation of Parent, Sub businesses and their affiliates and their businesses, management, financial condition, properties and prospects condition and the merits terms and risks conditions of the purchase of the Debentures and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Purchaser or to which the Purchaser had access. The Purchaser has a pre-existing business or personal relationship with the Company or its officers, directors, or controlling persons, which is of such transactions. a nature and duration as has enabled the Purchaser, as a reasonably prudent investor, to be aware of the character, business acumen, and general business and financial circumstances of the Company or such persons connected with the Company. (g) The Purchaser is aware understands that the Shares have not been registered under Company will issue stop transfer instructions to its transfer agent with respect to the Securities Act Debentures and the Shares, and that the certificates evidencing the Debentures and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear will contain the following restrictive transfer legend: THE SHARES SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWSLAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. NO OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF OR ENCUMBRANCE OF THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF STATEMENT UNDER SUCH THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER UPON RECEIPT BY THE ISSUER OF AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OR ENCUM- BRANCE IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND EXEMPTION FROM ALL THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND THE REGISTRATION AND/OR QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY. (h) The Purchaser understands that neither the Securities and Exchange Commission (the "SEC") nor the securities administrator of any state has issued any finding or determination relating to the fairness of an investment in the Debentures and that neither the SEC nor the securities administrator of any state has or will recommend or endorse any such investment. (i) The investment in the Debentures does not exceed ten percent (10%) of the Purchaser's net worth.

Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distributiondistribution other than in compliance with the Securities Act. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.

Securities Laws Representations. Purchaser Without limiting any of the representations and warranties of Sellers contained herein, each Selling Shareholder hereby acknowledges and agrees with IN that he is familiar with IN assets, business, financial condition, results of operations, and prospects. He is aware of the risks attendant to an investment in the IN Common Stock. He has relied solely upon the independent investigations made by him and his representatives and IN's representations and warranties set forth herein in making a decision to approve the Merger and to acquire the IN Common Stock and has a full understanding and appreciation of the risks inherent in such a speculative investment. In connection with such investigation, he and his advisors, if any, have had the opportunity to ask, to the extent he considered necessary, questions of, and have received answers from, officers of IN concerning the affairs of IN and have had access to reports filed by IN with the Commission (as hereinafter defined), all documents, records, books and additional information which he has deemed necessary to make an informed investment decision to acquire the IN Common Stock. He recognizes that the offer and sale by IN to him of the IN Common Stock has not been registered under the Securities Act or any other domestic or foreign securities laws (the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any such other applicable domestic and foreign securities laws are hereinafter collectively referred to herein as the "Securities Laws") and, except as set forth in 6.02 hereof, will not be registered under any such Securities Laws, in reliance upon exemptions from the registration requirements thereof. He is acquiring the ------------------------------- Shares IN Common Stock solely for Purchaser's his own account for investment and not with a view to to, or for sale offer or resale in connection with with, a distribution thereof in violation of any distributionSecurities Laws. Purchaser He understands that the effect of such representations and warranties is that such Stock must be held indefinitely unless the sale or transfer thereof is subsequently registered under applicable Securities Laws or an exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in Section 6.02 hereof, IN is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of the IN Common Stock or otherwise to register such Stock for sale under applicable Securities Laws. Each Selling Shareholder represents and warrants that he has such knowledge and experience in financial and business matters that Purchaser is as to be capable of evaluating the merits and risks of its investment approving the Merger and investing in the SharesIN Common Stock; he is an "accredited investor" as defined in Rule 501 of Regulation D, is able to bear in the economic risk case of such investment Xxxxxx, based on among other things his ownership of HVE Common Stock; and is able to protect that the Purchaser's own interests statements contained in connection with this transaction. Purchaser acknowledges having had access to such information concerning ParentSection 3.22 are true, Sub correct and their affiliates as Purchaser deems complete in all material respects and do not omit any material fact necessary to enable Purchaser make such statements not misleading. No Selling Shareholder shall make any sale or other disposition of his IN Common Stock unless (a) IN shall have received an opinion of counsel satisfactory in form and substance to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware it that the Shares have not been registered under the Securities Act and the Shares sale or other disposition may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred made without registration under the then applicable provisions of the Securities Act Laws and the rules and regulations promulgated thereunder, or an applicable exemption therefrom. Purchaser (b) such Stock is an accredited investor as that term is defined included in Rule 501(a) of Regulation D promulgated by the SEC a currently effective registration statement under the Securities Act. Purchaser acknowledges that until No Selling Shareholder has been convicted of any felony or misdemeanor in connection with the Shares are sold pursuant to registration under purchase and sale of any security or involving the making of any false filing with the Securities Act and Exchange Commission ("Commission"). No Selling Shareholder nor HVE, nor any officer, director and/or shareholder of HVE, is subject to any order, judgment or an available exemption therefromdecree of any court of competent jurisdiction, all certificates representing Shares shall bear permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchase and sale of any security or involving the making of any false filing with the Commission. Each Selling Shareholder agrees to secure and furnish to IN prior to the Effective Time investment representation letters from any other holder of Converted Shares, AS AMENDEDif any, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYaddressed to IN containing the same representations and warranties made by each Selling Shareholder in this Section 3.22.

Securities Laws Representations. Purchaser (a) Seller is acquiring the ------------------------------- shares of common stock of the Purchaser (the “Purchaser Shares”) for its own account with the present intention of holding such Purchaser Shares for Purchaser's own account purposes of investment and Seller is not acquiring the Purchaser Shares with a view to or for sale distribution thereof, within the meaning of the Securities Act. Seller is acquiring the Purchaser Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in connection whole or in part, and no other Person has a direct or indirect beneficial interest in the restricted Purchaser Shares the Seller is acquiring herein. Further, the Seller does not have any Contract with any distribution. Person to sell, transfer or grant participations to such person or to any third person, with respect to the Purchaser Shares the Seller is acquiring. (b) Seller acknowledges and understands that the Purchaser Shares have not been registered under the Securities Act or qualified under the securities or “blue sky” laws of applicable states in reliance upon exemptions from registration or qualification thereunder and the Purchaser Shares may not be sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with the Securities Act and such rules and regulations. (c) Seller has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of its an investment in the Purchaser Shares. (d) Seller has received and reviewed all information regarding Purchaser and the Purchaser Shares and has, is able to bear the economic risk extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisors. Seller and such advisors have been given a reasonable opportunity to ask questions of such investment and is able to protect receive answers from Purchaser concerning the Purchaser's own interests in connection with this transaction. acquisition of the Purchaser acknowledges having had Shares and have received or been given access to such information concerning Parentand documents as Seller believes, Sub and their affiliates as Purchaser deems in the context of the information provided by Purchaser, are necessary to enable verify the accuracy of the information furnished to Seller concerning the Purchaser Shares as Seller or such advisors have requested, it being understood and agreed that the foregoing does not constitute a representation by Seller as to make an informed decision concerning the completeness or accuracy of information provided to it by Purchaser. (e) Seller certifies that he or she is a non-U.S. person. (f) Seller understands that the Purchaser is under no obligation to register the Purchaser Shares under the Securities Act, or to assist the Seller in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (g) Seller understands that an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser Shares is relying solely on its own investigation a speculative investment which involves a high degree of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects risk and the merits and risks potential loss of such transactions. its entire investment. (h) The Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor “restricted” (as that term is defined in Rule 501(a) of Regulation D 144 promulgated by the SEC under the Securities Act. ), and the certificate representing the Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear be endorsed with one or more of the following legendrestrictive legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: THE SHARES REPRESENTED HEREBY “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE IN THE ABSENCE OF A REGISTRATION THEREOF STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” (i) Any sale or transfer of the Purchaser Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The Seller will not offer to sell or sell the Purchaser Shares in any jurisdiction unless the undersigned obtains all required consents, if any. (j) The Seller understands that the Purchaser Shares are being offered and sold in reliance on an exemption from the registration requirements of United States federal and state securities laws and that the Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Seller contained in this Agreement in order to determine the applicability of such exemptions and the suitability of the undersigned to exchange the Shares for the Purchaser Shares. In this regard, the Seller represents, warrants and agrees that: 1. Neither the Seller nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Purchaser Shares. 2. The Seller agrees not to cause any advertisement of the Purchaser Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Purchaser Shares, and only in compliance with any local applicable securities laws. 3. The offer to exchange the Shares for the Purchaser Shares was directly communicated to the Seller by an affiliate of the Purchaser. The Seller is not exchanging the Shares he owns for the Purchaser Shares as a result of any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media or broadcast over television, radio, internet or presented in any seminar or any other general solicitation or general advertisement. 4. The transactions contemplated by this Agreement are not part of a plan or scheme to evade the registration requirements of the Securities Act. 5. The Seller’s overall commitment to investments which are not readily marketable is not disproportionate to his net worth, and an investment in the Purchaser Shares will not cause such overall commitment to become excessive. 6. The Seller has received all documents, records, books and other information pertaining to his investment in the Purchaser that has been requested by the Seller. The Seller has reviewed all reports and other documents filed by the Purchaser with the OTC Markets. 7. The Seller represents and warrants to the Purchaser that all information that the undersigned has provided to the Purchaser, including, without limitation, the representations and warranties made herein is correct and complete as of the date hereof. 8. Other than as set forth herein, the Seller is not relying upon any other information, representation or warranty by the Purchaser or any affiliate, officer, director, stockholder, agent or representative of the Purchaser in determining to exchange his Shares for the Purchaser Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the Seller’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Purchaser and on that basis believes that his investment in the Purchaser Shares is suitable and appropriate for the undersigned. 9. The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Purchaser Shares of the Purchaser, or (iii) guaranteed or insured any investment in the Purchaser or of the Purchaser Shares. 10. The Seller understands that the Conversion Ratio bears no relation to the assets, book value or net worth of the Purchaser and were determined arbitrarily by the Purchaser. The Seller further understands that there is a substantial risk of further dilution on his investment in the Company. (k) The Seller has checked the Office of Foreign Assets Control (“OFAC”) website at hxxx://xxx.xxxxx.xxx/xxxx before making the following representations.

Securities Laws Representations. Purchaser is acquiring (a) The shares of Buyer Common Stock issuable as Closing Consideration being acquired by Seller hereunder (collectively, the ------------------------------- Shares "Buyer Securities") will be acquired for Purchaserinvestment purposes for Seller's own account account, not as a nominee or agent, and not with a view to the resale or for sale in connection distribution of any part thereof. Seller has neither any present intention of effecting, nor any Contract with any distribution. Purchaser Person regarding, the sale, the granting of any participation in or any other distribution or transfer of any of the Buyer Securities. (b) Seller has had an opportunity to ask questions and receive answers from Buyer regarding the terms and conditions of the offering of the Buyer Securities pursuant to this Agreement and the business, operations, properties and assets of Buyer. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Buyer Securities and has such knowledge and experience in financial and or business matters such that Purchaser it is capable of evaluating the merits and risks of its the investment in Buyer Securities. Seller has not been organized for the Sharespurpose of acquiring the Buyer Securities. (d) Seller understands that the Buyer Securities are characterized as "restricted securities" under United States federal securities laws inasmuch as they are being acquired from Buyer in a transaction not involving a public offering and that, under such laws and applicable regulations, such Buyer Securities may be resold without registration under the Securities Act only in certain limited circumstances. Seller is able to bear familiar with Rule 144 promulgated under the economic risk of such investment Securities Act, as presently in effect, and is able to protect understands the Purchaser's own interests in connection with this transactionresale limitations imposed thereby and by the Securities Act. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning Seller understands that an investment in the SharesBuyer Securities involves an extremely high degree of risk and may result in a complete loss of Seller's investment. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Seller understands that the Shares Buyer Securities have not been and will not be registered under the Securities Act and the Shares may have not been and will not be transferred by Purchaser registered or qualified in any state in which they are offered, and thus Seller will not be able to resell or otherwise transfer such Buyer Securities unless they such Buyer Securities are subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The Shares shall . (e) Seller has no immediate need for liquidity in connection with such Seller's investment in the Buyer Securities, does not anticipate that it will be transferred without registration under required to sell the Buyer Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as in the foreseeable future and has the capacity to sustain a complete loss of its investment in the Buyer Securities. (f) Seller understands that term is defined the instruments evidencing the Buyer Securities may bear a legend substantially in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legendform: "THE SHARES SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE AMENDED (THE "SECURITIES LAWSACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED ABSENT IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT."

Securities Laws Representations. Purchaser (a) Such Selling Holder is acquiring the ------------------------------- Shares for Purchaser's its own account with the present intention of holding such Shares for purposes of investment and such Selling Holder is not acquiring the Shares with a view to or for sale distribution thereof, within the meaning of the Securities Act. Such Selling Holder is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other Person has a direct or indirect beneficial interest in the restricted Shares such Selling Holder is acquiring herein. Further, such Selling Holder does not have any Contract with any Person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares such Selling Holder is acquiring. (b) At no time was such Selling Holder presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with any distribution. Purchaser such communicated offer. (c) Such Selling Holder acknowledges and understands that the Shares have not been registered under the Securities Act or qualified under the securities or “blue sky” laws of applicable states in reliance upon exemptions from registration or qualification thereunder and the Shares may not be sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with the Securities Act and such rules and regulations. (d) Such Selling Holder has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement . (e) Such Selling Holder has received and consummating reviewed the transactions contemplated hereby, SEC Documents and all information regarding Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may and has, to the extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisors. Such Selling Holder and such advisors have been given a reasonable opportunity to ask questions of and to receive answers from Purchaser concerning the acquisition of the Shares and have received or been given access to such information and documents as such Selling Holder believes, in the context of the information provided by Purchaser, are necessary to verify the accuracy of the information furnished to such Selling Holder concerning the Shares as such Selling Holder or such advisors have requested, it being understood and agreed that the foregoing does not be transferred constitute a representation by Purchaser unless they are subsequently registered under such Selling Holder as to the Securities Act completeness or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser accuracy of information provided to it by Purchaser. (f) Such Selling Holder is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. . (g) Such Selling Holder understands that the Purchaser acknowledges that until is under no obligation to register the Shares are sold pursuant under the Securities Act, or to registration under assist such Selling Holder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (h) Such Selling Holder understands that an available exemption therefrominvestment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of its entire investment. (i) The Shares are “restricted” (as that term is defined in Rule 144 promulgated under the Securities Act), all certificates and the certificate representing the Shares shall bear be endorsed with one or more of the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933restrictive legends, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

Securities Laws Representations. (a) The Purchaser is acquiring the ------------------------------- Shares Stock in good faith solely for Purchaser's his own account with the present intention of holding such Stock for purposes of investment, and the Purchaser is not acquiring the Stock with a view to or for sale subdivision, distribution, fractionalization or distribution thereof, in connection with any distribution. Purchaser has such knowledge and experience whole or in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Sharespart, is able or as an underwriter or conduit to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. other beneficial owners or subsequent purchasers. (b) The Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in understands that (i) the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have Stock has not been registered under the Securities Act and of 1933, as amended (the Shares “1933 Act”), or qualified under the securities or “blue sky” laws of applicable states in reliance upon exemptions from registration or qualification thereunder; (ii) the Stock may not be transferred by Purchaser unless they are subsequently sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with the 1933 Act and such laws; (iii) the Company has no obligation, and does not currently intend, to cause the Stock to be registered or qualified under the Securities 1933 Act and applicable state securities or “blue sky” laws or to comply with an exemption from under the 1933 Act (including any exemption pursuant to Rule 144 promulgated thereunder) and such registration laws which would permit the Purchaser to sell the Stock; (iv) for an indefinite period of time, it may not be possible for the Purchaser to liquidate its investment in the Stock on an emergency or other basis; (v) it is availablenot anticipated that there will be a public market for the Stock; and (vi) the practical and legal consequences of the foregoing means that the Purchaser may bear the economic risk of its investment in the Stock for an extended and indefinite period of time. The Shares shall Purchaser has adequate means of providing for its current liabilities and possible contingencies and has no need for liquidity in the investment it is making in the Stock. (c) The Purchaser has (i) received and reviewed carefully all information regarding the Company it has requested and deemed necessary or advisable, and (ii) to the extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisors who are unaffiliated with and who are not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated compensated by the SEC under Seller or the Securities ActCompany. The Purchaser acknowledges that until and such advisors have been given a full opportunity to ask questions of and to receive answers from the Shares Seller and the Company concerning the acquisition of the Stock and the business, operations and financial condition of the Company and have received or been given access to such information and documents as are sold pursuant necessary to registration under verify the Securities Act accuracy of the information furnished to the Purchaser concerning an investment in the Stock as the Purchaser or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYsuch advisors have requested.

Securities Laws Representations. Purchaser is Broadband hereby represents and warrants to Ng as follows: (a) Broadband is, upon receipt of any Cablecom Holdings Shares hereunder, acquiring the ------------------------------- Shares such securities for PurchaserBroadband's own account for investment purposes only and not with a present view toward the public sale or distribution thereof, except for sales duly registered under the Securities Act or pursuant to exemptions from the registration requirements of the Securities Act. Broadband does not have any agreement or for understanding, directly or indirectly, with any person regarding the sale or distribution of the Cablecom Holdings Shares or any common stock of China Cablecom or Jaguar, except this Agreement. Broadband understands that the Cablecom Holdings Shares will, when issued, be “restricted securities” within the meaning of Rule 144 under the Securities Act and that, in connection with the receipt of any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Cablecom Holdings Shares, is able to it must bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in Jaguar indefinitely, unless the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Cablecom Holdings Shares have not been (or securities issued in exchange therefor or in lieu thereof) are registered under pursuant to the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act any applicable state securities or blue sky laws or an exemption from such registration is available. The . (b) Broadband understands that the Cablecom Holdings Shares shall not are to be transferred without to Broadband hereunder in reliance upon specific exemptions from the registration under requirements of United States federal and state securities laws, and that Ng is relying upon the Securities Act truth and accuracy of, and Broadband’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Broadband set forth herein in order to determine the availability of such exemptions and the eligibility of Broadband to acquire the Cablecom Holdings Shares. (c) Broadband 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 in respect of the Cablecom Holdings Shares. (d) Broadband’s consultants and management have carefully reviewed the registration statement on Form S-4 (the “Registration Statement”) filed by Cablecom Holdings with the SEC for the registration of certain shares of common stock thereof, and Broadband understands that the Registration Statement has not been approved or disapproved (nor has the accuracy or adequacy of the information set forth therein been passed upon) by the SEC or any state securities commission. Broadband further acknowledges that no assurances have been or can be given that the Proposed Merger will be consummated or, if it does occur, that it will be on terms similar to those contemplated by the Registration Statement. (e) Broadband acknowledges that its consultants and management have had the opportunity to ask questions of and receive answers from China Cablecom and Jaguar concerning the business and financial condition of China Cablecom and all of such questions have been answered to the satisfaction of such Parties. Broadband has had an applicable exemption therefromopportunity to obtain any additional information from Jaguar, Cablecom Holdings and China Cablecom that Broadband deemed necessary or appropriate for deciding whether to acquire the Cablecom Holdings Shares. Purchaser Broadband further acknowledges that, except as expressly set forth herein, no other representations or warranties, oral or written, have been made by Ng, Pu, China Cablecom, Cablecom Holdings, Jaguar or Chardan or any agent, employee or affiliate thereof, and in entering into the transactions, Broadband is not relying upon any information other than that contained in the results of independent investigation by Broadband. (f) Broadband represents that it is an “accredited investor investor” as that such term is defined in Rule 501(a) of Regulation D 501 promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.

Securities Laws Representations. Purchaser (a) Seller 2 is acquiring the ------------------------------- Seller 2 Shares for Purchaser's its own account for investment and not with a view to to, or for sale in connection with, any distribution thereof, nor with any distribution. Purchaser present intention of distributing or selling the same; and Seller 2 has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. (b) Seller 2 has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of the investment in the Seller 2 Shares, has carefully reviewed the representations concerning LCCI contained in this Agreement and has made detailed inquiry concerning LCCI, its business and its personnel; the officers of LCCI have made available to Seller 2 any and all written information that Seller 2 has requested and have answered to Seller 2’s satisfaction all inquiries made by Seller 2. Seller 2 has adequate net worth and means of providing for its current needs and contingencies to sustain a complete loss of its investment in LCCI. Seller 2’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and Seller 2’s investment in the SharesSeller 2 Shares will not cause such overall commitment to become excessive. If needed, is able to bear Seller 2 has discussed with its professional legal, tax and/or financial advisors the economic risk suitability of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the SharesLCCI for Seller 2’s particular tax and financial situation. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Seller 2 understands that the Seller 2 Shares have not been registered under the Securities Act or any other securities laws, by reason of their issuance by LCCI in a transaction exempt from the registration requirements thereof and that the Seller 2 Shares may not be transferred by Purchaser sold unless they are subsequently such disposition is registered under the Securities Act and applicable state securities laws or an exemption is exempt from such registration is availablethereunder. The Seller 2 acknowledges that the certificates representing the Seller 2 Shares shall bear a legend indicating the restrictions on transfers to which they are subject, and any transfer agent employed or utilized by LCCI shall be instructed not be transferred to effect transfer of such Seller 2 Shares without registration prior written authorization from LCCI. (c) Seller 2 is aware of the provisions of Rule 144 under the Securities Act Act, which permits limited resales of “restricted securities” (as such term is defined in Rule 144), subject to the satisfaction of certain conditions, including, among other things: (i) the condition that there be available certain current public information about the issuer of such securities; (ii) the condition that the sale of securities be effected not less than one year after a party has purchased and paid for the securities to be sold; (iii) the condition that the sale of securities be effected through an unsolicited “brokers’ transaction” or an applicable exemption therefrom. Purchaser in transactions directly with a “market maker” (as such terms are defined in Rule 144); and (iv) the condition that the number of securities being sold during any three-month period not exceed specified limitations. (d) (i) Seller 2 hereby certifies that it is an accredited investor not a “U.S. person” as that term is defined in Rule 501(a902(k) of Regulation D promulgated S under the Securities Act (“Regulation S”) and is not acquiring the for the account or benefit of a “U.S. person.” Seller 2 is not a “U.S. person” by virtue of being a partnership, corporation or similar entity organized or incorporated under the SEC laws of a state, province or country other than the United States or a state thereof and not organized by a resident of the United States principally for the purpose of investing in securities in transactions not registered under the laws of the Securities Act. (ii) Seller 2 acknowledges that the issuance of the Seller 2 Shares constitutes an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S. The issuance of the Seller 2 Shares is an “offshore transaction” because Seller 2: (x) is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S; (y) was not a “U.S. person” at the time the offer to acquire the Seller 2 Shares was made to and accepted by Seller 2; and (z) was not solicited to acquire the Seller 2 Shares by way of directed selling efforts in the United States. (iii) Seller 2 agrees to resell the Seller 2 Shares only in accordance with the resale provisions of Regulation S, pursuant to an available exemption from registration or pursuant to a registration statement under the Securities Act. Purchaser acknowledges that until Seller 2 agrees not to engage in hedging transactions with regard to the Seller 2 Shares unless such transactions are sold pursuant to registration under in compliance with applicable provisions of the Securities Act or an available exemption therefrom, all Act. Seller 2 is aware that certificates representing the Seller 2 Shares shall bear contain a legend to the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYeffect of the foregoing.

Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, . Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In Xxxxxx.Xx entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.

Securities Laws Representations. Purchaser is The Shareholders and Phoenix are acquiring the ------------------------------- Shares shares of capital stock of Buyer referred to herein (collectively, the "Securities") solely for Purchaser's their own account and not with a view to their distribution within the meaning of the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder (collectively, the "1933 Act"). Each of the Shareholders and Phoenix represent that his or its present and anticipated financial position permits him or it to purchase the Securities and to hold such Securities indefinitely for sale investment purposes, that the nature and amount of the Securities to be acquired hereunder is consistent with his or its overall investment program and financial position, and recognizes that there are substantial risks involved in connection with any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the SharesSecurities; Each of the Shareholders and Phoenix acknowledges that: (a) the availability of the exemption from registration under the 1933 Act relied upon by the Buyer in issuing the Securities is dependent, in part, upon the truth of the representations made herein; (b) it is thoroughly familiar with the business of the Buyer, has made all investigations which he or it deems necessary or desirable and has had the opportunity to ask questions of and receive answers from the Buyer concerning the Buyer's business and operations; (c) the Securities are not registered under the 1933 Act or under any applicable state securities law and must be held indefinitely unless they are subsequently so registered or unless an exemption from such registration is available. In entering into this Agreement and consummating Furthermore, the transactions contemplated herebySecurities are subject to a right of first refusal as specified in Buyer's articles of association; (d) the Buyer is under no obligation to register the Securities under any circumstances or to attempt to make available any exemption from registration under the 1933 Act or any applicable state securities law, Purchaser is relying solely at Shareholders' or Phoenix's expense or otherwise; (e) each certificate representing the Securities will bear the following legend drawing attention to the restrictions on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares transferability: The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities law, and the Shares may not be transferred by Purchaser unless they are subsequently registered under except upon delivery to the Seller of an opinion of counsel satisfactory in form and substance to it that such transfer will not violate the Securities Act of 1933, as amended, or an exemption from such any applicable state securities law. (f) if, at a time when registration is available. The Shares shall not be transferred without registration under required, it is legally permissible for the Shareholders and Phoenix to sell the Securities Act or an applicable exemption therefromprivately without registration, any Securities so sold will be restricted in the hands of the purchaser. Purchaser In the unlikely event that there is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under a public market for the Securities Act. Purchaser acknowledges at that until time, such purchaser may only be willing to pay a price less than the Shares are sold pursuant to registration under price for unrestricted securities. (g) Xxxx Xxxxxxxxx represents and warrants that his primary residence is in the Securities Act or an available exemption therefromState of Connecticut, all certificates representing Shares shall bear and Xxxxx Xxxxxx represents and warrants that his primary residence is located in the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYState of Connecticut. (h) Phoenix represents and warrants that its principal place of business is located in the State of Connecticut.

Securities Laws Representations. Purchaser (a) Seller is acquiring the ------------------------------- Purchaser Shares for Purchaser's own his account and not for the account or benefit of any other Person. (b) Seller is acquiring Purchaser Shares solely for investment and not with a view to a distribution or resale thereof otherwise than in compliance with the Securities Act. (c) Seller understands that the Purchaser Shares have not been registered under the Securities Act, or any state securities laws, and are being sold in reliance upon exemptions from registration for sale non-public offerings. (d) Seller understands that neither such security nor any interest therein may be resold or otherwise disposed of unless such security is subsequently registered under the Securities Act and under appropriate state securities laws or unless an exemption from registration is applicable. (e) Seller has been informed of and understands that no federal or state agency has made any finding or determination as to the merits of an investment in connection with the Purchaser Shares or any distribution. recommendation or endorsement of the Purchaser Shares. (f) Seller has such knowledge and experience in financial and business matters such that Purchaser he is capable of evaluating the merits and risks of its an investment in the Purchaser Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection . (g) Seller (i) has been furnished with this transaction. Purchaser acknowledges having had access to all such information concerning Parent, Sub and their affiliates as Purchaser deems he has deemed necessary to enable Purchaser to make an informed investment decision with respect to the Purchaser Shares and (ii) has been afforded an opportunity to ask questions and receive answers from authorized officers and other representatives of Purchaser concerning Purchaser. (h) Seller confirms that he has had the opportunity to obtain such independent legal and tax advice and financial planning services as he has deemed appropriate prior to making a decision to invest in the Purchaser Shares. (i) Seller is aware that an investment in Purchaser is highly speculative and subject to substantial risks. (j) Seller is capable of bearing the economic risks of an investment in the Purchaser Shares. In entering into this Agreement and consummating , including, but not limited to, the transactions contemplated herebypossibility of a complete loss of its investment, as well as limitations on the transferability of the Purchaser is relying solely on its own investigation Shares which may make the liquidation of Parentan investment in such security difficult or impossible for the indefinite future. (k) None of the following information has ever been represented, Sub and their affiliates and their businessesguaranteed or warranted to Seller, managementexpressly or by implication, financial conditionby Purchaser or by any officer, properties and prospects and director, employee or agent of Purchaser or by any other Person: (i) the merits and risks length of such transactions. time that Seller will be required to remain as a shareholder in Purchaser (ii) the profit or loss that may be realized as a result of an investment in the Purchaser is aware Shares; and (iii) that the Shares have not been registered under past performance or experience of the Securities Act and management of Purchaser or any other Person are in any way indicative of future results of operations of Purchaser or a return on an investment in the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYShares.

Securities Laws Representations. (a) The Purchaser is an "Accredited Investor," as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchaser is acquiring the ------------------------------- Shares Debentures solely for the Purchaser's own account and not as a nominee or agent for any third party, for investment purposes only, and not with a view to or for sale in connection with any distribution. The Purchaser does not have any contract, undertaking, agreement, or arrangement with any person to sell or transfer the Debentures or grant participations in the Debentures to such person or to any third person. (c) The Purchaser understands that the sale of the Debentures, and the issuance of shares (the "Shares") of the Company's common stock (the "Common Stock") on conversion of the Debentures, has not been registered under the Securities Act, or registered or qualified under the securities laws of any (collectively, the "Securities Laws"), in reliance upon exemptions from such registration and qualification requirements, and that such exemptions are dependent in part on the representations made herein. The Purchaser understands that any subsequent resale of the Debentures or the Shares must either be registered and/or qualified pursuant to the Securities Laws or be pursuant to an exemption from registration and qualification contained in the Securities Laws or the rules and regulations thereunder. (d) The Purchaser understands that since the sale of the Debentures has not been registered or qualified under the Securities Laws, the Purchaser must bear the economic risk of an investment in the Debentures for an indefinite period of time. The Purchaser understands that the Company has no obligation to register or qualify the Debentures for resale under the Securities Laws or to take any action (including but not limited to the filing of reports or the publication of information required by Rule 144 under the Securities Act) that would make available any exemption from such registration and/or qualification requirements. The Purchaser further understands that while the Company has an obligation to register the Shares for resale, there are certain restrictions on such obligation and further restrictions and delays in the registration process, such that timely registration of the Shares for resale may not be available when the Purchaser desires. (e) The Purchaser understands that the purchase of the Debentures involves certain risks, and the Purchaser has such knowledge taken full cognizance of and understand all the risks related to the purchase of the Debentures. The Purchaser has the knowledge, sophistication, and experience in financial and business matters that Purchaser is to be capable of fully evaluating the merits and risks of its investment in the Sharespurchase of the Debentures, is able to bear be capable of fully understanding the economic risk of such investment information provided by the Company, and is to be able to protect the Purchaser's own interests in connection with this transactionthe purchase of the Debentures. The Purchaser acknowledges having had access to such information concerning Parentis capable of bearing the economic risk of a complete loss of the Purchaser's investment in the Debentures. The Purchaser was not formed for the purpose of purchasing the Debentures. (f) The Purchaser has undertaken an independent investigation of the investment in the Debentures and of the business potential of the Company as a prudent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning sophisticated investor would deem appropriate for an investment in the SharesDebentures. In entering into this Agreement The Purchaser believes that the Purchaser has received all the information the Purchaser considers necessary or appropriate for deciding whether to purchase the Debentures. The Purchaser has had the opportunity to ask questions and consummating receive answers from the transactions contemplated hereby, Purchaser is relying solely on Company concerning its own investigation of Parent, Sub businesses and their affiliates and their businesses, management, financial condition, properties and prospects condition and the merits terms and risks conditions of the purchase of the Debentures and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Purchaser or to which the Purchaser had access. The Purchaser has a pre-existing business or personal relationship with the Company or its officers, directors, or controlling persons, which is of such transactions. a nature and duration as has enabled the Purchaser, as a reasonably prudent investor, to be aware of the character, business acumen, and general business and financial circumstances of the Company or such persons connected with the Company. (g) The Purchaser is aware understands that the Shares have not been registered under neither the Securities Act and Exchange Commission (the Shares may not be transferred by Purchaser unless they are subsequently registered under "SEC") nor the Securities Act securities administrator of any state has issued any finding or determination relating to the fairness of an exemption from such registration is available. The Shares shall not be transferred without registration under investment in the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as Debentures and that term is defined in Rule 501(a) of Regulation D promulgated by neither the SEC under nor the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act securities administrator of any state has or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYwill recommend or endorse any such investment.

Securities Laws Representations. Purchaser is acquiring the ------------------------------- (a) The Acquisition Shares will be acquired for Purchaser's investment purposes for Seller’s own account account, not as a nominee or agent, and not with a view to the resale or for sale in connection distribution of any part thereof. Seller has neither any present intention of effecting, nor any agreement, understanding or arrangement with any distribution. Person regarding, the sale, the granting of any participation in or any other distribution or transfer of any of the Acquisition Shares. (b) Seller has had an opportunity to ask questions and receive answers from Purchaser regarding the terms and conditions of the offering of the Acquisition Shares pursuant to this Agreement and the business, operations, properties and assets of Purchaser. (c) Seller acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Acquisition Shares and has such knowledge and experience in financial and or business matters such that Purchaser it is capable of evaluating the merits and risks of its the investment in the Acquisition Shares. Seller has not been organized for the purpose of acquiring the Acquisition Shares. (d) Seller is an “accredited investor” within the meaning of Rule 501, as presently in effect, of Regulation D under the Securities Act. (e) Seller understands that the Acquisition Shares are characterized as “restricted securities” under United States federal securities laws inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that, under such laws and applicable regulations, such Acquisition Shares may be resold without registration under the Securities Act only in certain limited circumstances. Seller is able to bear familiar with Rule 144 promulgated under the economic risk of such investment Securities Act, as presently in effect, and is able to protect understands the Purchaser's own interests in connection with this transactionresale limitations imposed thereby and by the Securities Act. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning Seller understands that an investment in the SharesAcquisition Shares involves an extremely high degree of risk and may result in a complete loss of Seller’s investment. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Seller understands that the Acquisition Shares have not been and will not be registered under the Securities Act and the Shares may have not been and will not be transferred by Purchaser registered or qualified in any state in which they are offered, and thus Seller will not be able to resell or otherwise transfer such Acquisition Shares unless they such Acquisition Shares are subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The . (f) Seller has no immediate need for liquidity in connection with such Seller’s investment in the Acquisition Shares, does not anticipate that it will be required to sell the Acquisition Shares shall not be transferred without registration under in the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as foreseeable future and has the capacity to sustain a complete loss of its investment in the Acquisition Shares. (g) Seller understands that term is defined the instruments evidencing the Acquisition Shares may bear a legend substantially in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legendform: “THE SHARES SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE AMENDED (THE “SECURITIES LAWSACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED ABSENT IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.” (h) Seller acknowledges and confirms that it has read this Agreement in its entirety, that it has been given the opportunity to consider the Agreement and seek independent legal counsel and advice and that it enters into this Agreement voluntarily and intending to be legally bound.

Securities Laws Representations. Purchaser is acquiring The following provisions shall apply in respect of the ------------------------------- Shares for Purchaser's own account acquisition of the limited liability company interests in the Company by a Member or the issuance of the limited liability company interests in the Company to a Member, as applicable: (a) No registration statement relating to the limited liability company interests in the Company or otherwise has been or shall be filed with the United States Securities and not with a view to Exchange Commission under the Securities Act of 1933, as amended, or for sale in connection with any other governmental or regulatory agency under any securities laws or so-called “blue-sky” laws of any state (together with the Securities Act of 1933, as same may be amended from time to time, the “Securities Laws”). (b) Each Member represents and warrants to each other Member, to the Manager and to the Company that: (i) Such Member has the power and authority to execute and comply with the terms and provisions hereof. (ii) Such Member’s interest in the Company has been or will be acquired solely by and for the account of such Member for investment purposes only and is not being purchased for subdivision, fractionalization, resale or distribution; such Member has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or anyone else such Member’s interest in the Company (or any portion thereof); and such Member has no present plans or intentions to enter into any such contract, undertaking or arrangement. (iii) Such Member’s interest in the Company has not and will not be registered under the Securities Act of 1933, as amended, or the Securities Laws of any state, and cannot be sold or transferred without compliance with the registration provisions of said Securities Act of 1933, as amended, and the applicable state Securities Laws, or compliance with exemptions, if any, available thereunder. Purchaser Such Member understands that neither the Company nor any Member nor the Manager has any obligation or intention to register the limited liability company interests under any Securities Laws, or to file the reports to make public the information required by Rule 144 under the Securities Act of 1933, as amended. (iv) Such Member expressly represents that (A) it has such knowledge and experience in financial and business matters that Purchaser in general, and in investments of the type to be made by the Company in particular; (B) it is capable of evaluating the merits and risks of an investment in the Company; (C) its financial condition is such that it has no need for liquidity with respect to its investment in the Shares, Company to satisfy any existing or contemplated undertaking or indebtedness; (D) it is able to bear the economic risk of its investment in the Company for an indefinite period of time, including the risk of losing all of such investment, and loss of such investment would not materially adversely affect it; and (E) it has either secured independent tax advice with respect to the investment in the Company, upon which it is solely relying or it is sufficiently familiar with the income taxation of partnerships and limited liability companies that it has deemed such independent advice unnecessary. (v) Such Member acknowledges that the Manager has made all documents pertaining to the transaction available and has allowed it an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the documents. Such Member is aware of the provisions of this Agreement providing for additional capital contributions and dilution of its interest in the Company. (vi) Such Member has relied solely upon the documents submitted to it and independent investigations made by it and its legal and other representatives in making the decision to purchase its limited liability company interest in the Company and is able to protect not relying on any representation made by any other Member, the Purchaser's own interests Company, or the Manager other than the representations as are specifically set forth in connection with this transaction. Purchaser Agreement. (vii) Such Member expressly acknowledges having had access that (A) no federal or state agency has reviewed or passed upon the adequacy or accuracy of the information set forth in the documents submitted to such information concerning ParentMember or made any finding or determination as to the fairness for investment, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning or any recommendation or endorsement of an investment in the Shares. In entering into this Agreement and consummating Company; (B) there are restrictions on the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks transferability of such transactions. Purchaser is aware that Member’s limited liability company interest in the Shares have not been registered under Company; (C) there will be no public market for the Securities Act and the Shares limited liability company interest of such Member, and, accordingly, it may not be transferred possible for such Member to liquidate its investment in the Company; and (D) any anticipated federal or state income tax benefits applicable to such Member’s limited liability company interest in the Company may be lost through changes in or adverse interpretations of, existing laws and regulations. Section 11.5.D&O Insurance. ​ ​ Section 11.5.1. For the period from the Effective Date through the occurrence of a TPH Member Dissolution Event, if at any time the TPH Member is financially unable to maintain coverage under a directors’ and officers’ liability insurance policy having substantially similar terms (including with respect to coverage, conditions, retentions, limits, amounts, and premiums (taking into account comparable increases to such premiums from time to time as generally applicable to similar policies issued in the same market in which such policy was originally purchased) as the TPH Member’s policy that is in effect as of the Effective Date, taking into account the Delisting and/or Deregistration (if, as, and when such events occur) in connection with determining appropriate coverage, conditions, retentions, limits, amounts and premiums after the occurrence of such Delisting and/or Deregistration (the “D&O Insurance”), then the Investor Member shall provide to the Company adequate funds (which funds shall be disbursed by Purchaser unless they are subsequently registered the Company to or at the direction of the TPH Member) in a timely manner, by making an Additional Capital Contribution or providing (or causing an Affiliate of the Investor Member to provide) Additional Company Debt Financing, for the TPH Member to maintain such D&O Insurance. For the avoidance of doubt, any amounts funded by the Investor Member or any Affiliate of the Investor Member pursuant to this Section 11.5.1 shall be added to the Investor Member Initial Distribution Amount. Section 00.0.0. Xx the event of any liquidation, dissolution, merger, amalgamation, consolidation, combination, reorganization, disposition of all or substantially all assets or other transaction or event involving the TPH Member which would result in any lapse or termination of coverage under the Securities Act D&O Insurance (a “TPH Member Dissolution Event”), if the TPH Member is financially unable to purchase prior to or an exemption concurrently with the applicable TPH Member Dissolution Event a prepaid “tail” policy or existing policy “runoff” with respect to the D&O Insurance from the TPH Member’s then-existing D&O Insurance carrier or from another insurance carrier with the same or better credit rating as such registration is available. The Shares D&O Insurance carrier on the date of such TPH Member Dissolution Event, covering the period from the occurrence of such TPH Member Dissolution Event through the sixth (6th) anniversary of the Effective Date and taking into account the Delisting and/or Deregistration (if, as, and when such events occur) in connection with determining appropriate coverage, conditions, retentions, limits, amounts and premiums for such “tail” or “runoff” after the occurrence of such Delisting and/or Deregistration (the “D&O Tail Policy”), then the Investor Member shall not provide to the Company adequate funds (which funds shall be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated disbursed by the SEC under Company to or at the Securities Actdirection of the TPH Member) in a timely manner, by making an Additional Capital Contribution or providing (or causing an Affiliate of the Investor Member to provide) Additional Company Debt Financing, for the TPH Member to purchase such D&O Tail Policy. Purchaser acknowledges that until For the Shares are sold avoidance of doubt, any amounts funded by the Investor Member or any Affiliate of the Investor Member pursuant to registration under this Section 11.5.2 shall be added to the Securities Act Investor Member Initial Distribution Amount. Section 11.5.3. If the TPH Member or an available exemption therefromthe Investor Member or any of their respective successors or assigns merges, amalgamates, consolidates, combines, reorganizes or transfers all certificates representing Shares or substantially all of its assets, or if TPHS Lender LLC merges, amalgamates, consolidates, combines, reorganizes or transfers all or substantially all of its beneficial ownership interests in the TPH Member in connection with a TopCo Strategic Transaction, then proper provisions will be made so that such successors and assigns (and any of their respective successors or assigns, as applicable), will assume all of the obligations of the parties set forth in this Section 11.5, including, without limitation, the guaranty set forth in Section 11.5.5 below (if applicable). Each Person who is a beneficiary of the D&O Insurance or any D&O Tail Policy with respect thereto, and their heirs, successors, assigns and representatives, shall bear be third party beneficiaries of this Section 11.5 with full rights of enforcement as if a party to this Agreement. Section 11.5.4. Notwithstanding anything to the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933contrary set forth in this Agreement, AS AMENDEDthe Manager shall cause the first $1,120,000 of Available Cash received by the Company in connection with (a) a sale of the Paramus Property, OR APPLICABLE STATE SECURITIES LAWS(b) a sale of the 237 11th Property, and/or (c) sales of condominium units in the 77 Greenwich Property (the “D&O Insurance Reserve Funds”) to be deposited in a bank account of the Company, which D&O Insurance Reserve Funds shall be disbursed pursuant to written direction from the ​ Manager solely for the purpose of satisfying the Investor Member’s and the Company’s obligation to provide funds for the payment of the D&O Insurance and the D&O Tail Policy as and when required pursuant to Sections 11.5.1 and 11.5.2 of this Agreement. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLDFor the avoidance of doubt, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYany amounts deposited as D&O Insurance Reserve Funds pursuant to this Section 11.5.4 shall be added to the Investor Member Initial Distribution Amount.

Securities Laws Representations. Purchaser (a) Such Seller is acquiring the ------------------------------- Shares Securities for Purchaser's his own account and not with a view to for the account or for sale benefit of any other person; (b) Such Seller is an "accredited investor" as defined in connection with any distribution. Purchaser Rule 501 of Regulation D under the Securities Act of 1933 (the "Securities Act"); (c) Such Seller has such knowledge and experience in financial and business matters such that Purchaser such Seller is capable of evaluating the merits and risks of its an investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection Securities; (d) Such Seller (i) has been furnished with this transaction. Purchaser acknowledges having had access to all such information concerning Parent, Sub and their affiliates as Purchaser deems such Seller has deemed necessary to enable Purchaser to make an informed investment decision with respect to the Securities and (ii) has been afforded an opportunity to ask questions and receive answers from authorized officers and other representatives of SFX concerning an investment SFX; (e) Such Seller confirms that he had the opportunity to obtain such independent legal and tax advice and financial planning services as such Seller has deemed appropriate prior to making a decision to invest in the Shares. In entering into this Agreement Securities; (f) The Securities are being acquired by such Seller solely for investment, and consummating are not being purchased with a view to a distribution or resale thereof otherwise than in compliance with the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Securities Act; and (g) Such Seller understands that the Shares Securities have not been registered under the Securities Act Act, or any state securities laws, in reliance upon exemptions from registration for non-public offerings. Such Seller understands that neither such security nor any interest therein may be, and the Shares may not be transferred agrees that neither such security nor any interest therein will be, resold or otherwise disposed of by Purchaser such Seller unless they are such security is subsequently registered under the Securities Act and under appropriate state securities laws or unless SFX receives an opinion of counsel reasonably satisfactory to it that an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYapplicable.

Securities Laws Representations. Purchaser (a) The Seller is acquiring the ------------------------------- Shares for Purchaser's its own account with the present intention of holding such Shares for purposes of investment and the Seller is not acquiring the Shares with a view to or for sale distribution thereof, within the meaning of the Securities Act. Seller is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other Person has a direct or indirect beneficial interest in the restricted Shares the Seller is acquiring herein. Further, the Seller does not have any Contract with any Person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares the Seller is acquiring. (b) At no time was the Seller presented with or solicited by any newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (c) The Seller acknowledges and understands that the Shares have not been registered under the Securities Act or qualified under the securities or “blue sky” laws of any distribution. Purchaser state in reliance upon exemptions from registration or qualification thereunder and the Shares may not be sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with the Securities Act and such rules and regulations. (d) The Seller has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement . (e) The Seller has received and consummating reviewed the transactions contemplated herebySEC Documents and all information regarding Blue Star, the Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may and has, to the extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisors. Seller and such advisors have been given a reasonable opportunity to ask questions of and to receive answers from Purchaser concerning Blue Star and the acquisition of the Shares and have received or been given access to such information and documents as Seller believes, in the context of the information provided by Purchaser, are necessary to verify the accuracy of the information furnished to Seller concerning the Shares as Seller or such advisors have requested, it being understood and agreed that the foregoing does not be transferred constitute a representation by Purchaser unless they are subsequently registered under Seller as to the Securities Act completeness or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser accuracy of information provided to it by Purchaser. (f) Seller is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. . (g) Seller understands that the Purchaser acknowledges that until is under no obligation to register the Shares are sold pursuant under the Securities Act, or to registration under assist the Seller in complying with the Securities Act or the securities laws of any state of the United States. (h) Seller understands that an available exemption therefrominvestment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of its entire investment. (i) The Shares are “restricted” (as that term is defined in Rule 144 promulgated under the Securities Act), all certificates and the certificate representing the Shares shall bear be endorsed with one or more of the following legendrestrictive legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws: THE SHARES REPRESENTED HEREBY “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE IN THE ABSENCE OF A REGISTRATION THEREOF STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANYCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.”

Securities Laws Representations. Purchaser (a) Each Seller is acquiring the ------------------------------- Shares Securities for Purchaser's his or its own account and not for the account or benefit of any other Person; (b) The Designated Representative is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (c) Each Seller, together with a view to or for sale in connection with any distribution. Purchaser its advisors, has such knowledge and experience in financial and business matters such that Purchaser such Seller is capable of evaluating the merits and risks of its an investment in the SharesSecurities; (d) Each Seller understands that the Securities are a speculative investment which involves a high degree of risk of loss of such Seller's investment therein, that there are substantial restrictions on the transferability of the Securities and that on the date hereof and for an indefinite period following such date there will be no public market for the Securities and, accordingly, it may not be possible to liquidate such Seller's investment in the Company at all, including in the case of emergency; (e) Each Seller's financial situation is able such that such Seller can afford to bear the economic risk of holding the Securities for an indefinite period of time and suffer complete loss of such Seller's investment and is able to protect in the Purchaser's own interests in connection Securities; (f) Such Seller (i) has been furnished with this transaction. Purchaser acknowledges having had access to all such information concerning Parent, Sub and their affiliates as Purchaser deems such Seller has deemed necessary to enable Purchaser to make an informed investment decision with respect to the Securities and (ii) has been afforded an opportunity to ask questions and receive answers from authorized officers and other representatives of Buyer concerning an investment Buyer; (g) Each Seller confirms that he had the opportunity to obtain such independent legal and tax advice and financial planning services as such Seller has deemed appropriate prior to making a decision to invest in the Shares. In entering into this Agreement Securities; (h) The Securities are being acquired by each Seller solely for investment, and consummating are not being purchased with a view to a distribution or resale thereof otherwise than in compliance with the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Securities Act; and (i) Each Seller understands that the Shares Securities have not been registered under the Securities Act Act, or any state securities laws, in reliance upon exemptions from registration for non-public offerings and the Shares may not be transferred by Purchaser unless they are subsequently registered under such Seller understands that the Securities Act or an exemption from such registration is available. The Shares shall not will be transferred without registration under subject to the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor restrictions and other terms and conditions of the Stockholders' Agreement, as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYamended as contemplated hereby.

Securities Laws Representations. Purchaser PURCHASER is acquiring the ------------------------------- Shares for PurchaserPURCHASER's own account and not with a view to or for sale in connection with any distribution. Purchaser PURCHASER has such knowledge and experience in financial and business matters that Purchaser PURCHASER is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the PurchaserPURCHASER's own interests in connection with this transaction. Purchaser acknowledges having PURCHASER has had access to such information concerning Parent, Sub and their affiliates Parent as Purchaser PURCHASER deems necessary to enable Purchaser PURCHASER to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser PURCHASER is aware that the Shares have not been registered under the Securities Act and the Shares may cannot be transferred by Purchaser PURCHASER unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall will not be transferred without registration under the Securities Act Act, or pursuant to an applicable exemption therefrom. Purchaser PURCHASER is an "accredited investor investor" as that such term is defined in Rule 501(a) of Regulation D as promulgated by the SEC under the Securities Act. Purchaser PURCHASER acknowledges that until the Shares are sold pursuant to registration registered under the Securities Act or an available exemption therefromAct, all the certificates representing the Shares shall bear the following legend: . THE SHARES SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT ACT, AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANYCOMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Laws Representations. Purchaser Without limiting any of ------------------------------- the representations and warranties of Sellers contained herein, each Selling Shareholder hereby acknowledges and agrees with IN that he is familiar with IN assets, business, financial condition, results of operations, and prospects. He is aware of the risks attendant to an investment in the IN Common Stock. He has relied solely upon the independent investigations made by him and his representatives and IN's representations and warranties set forth herein in making a decision to approve the Merger and to acquire the IN Common Stock and has a full understanding and appreciation of the risks inherent in such a speculative investment. In connection with such investigation, he and his advisors, if any, have had the opportunity to ask, to the extent he considered necessary, questions of, and have received answers from, officers of IN concerning the affairs of IN and have had access to reports filed by IN with the Commission (as hereinafter defined), all documents, records, books and additional information which he has deemed necessary to make an informed investment decision to acquire the IN Common Stock. He recognizes that the offer and sale by IN to him of the IN Common Stock has not been registered under the Securities Act or any other domestic or foreign securities laws (the Securities Act, the Securities -21- Exchange Act of 1934, as amended (the "Exchange Act"), and any such other applicable domestic and foreign securities laws are hereinafter collectively referred to herein as the "Securities Laws") and, except as set forth in 6.02 hereof, will not be registered under any such Securities Laws, in reliance upon exemptions from the registration requirements thereof. He is acquiring the ------------------------------- Shares IN Common Stock solely for Purchaser's his own account for investment and not with a view to to, or for sale offer or resale in connection with with, a distribution thereof in violation of any distributionSecurities Laws. Purchaser He understands that the effect of such representations and warranties is that such Stock must be held indefinitely unless the sale or transfer thereof is subsequently registered under applicable Securities Laws or an exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in Section 6.02 hereof, IN is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of the IN Common Stock or otherwise to register such Stock for sale under applicable Securities Laws. Each Selling Shareholder represents and warrants that he has such knowledge and experience in financial and business matters that Purchaser is as to be capable of evaluating the merits and risks of its investment approving the Merger and investing in the SharesIN Common Stock; he is an "accredited investor" as defined in Rule 501 of Regulation D, is able to bear in the economic risk case of such investment Xxxxxx, based on among other things his ownership of HVE Common Stock; and is able to protect that the Purchaser's own interests statements contained in connection with this transaction. Purchaser acknowledges having had access to such information concerning ParentSection 3.22 are true, Sub correct and their affiliates as Purchaser deems complete in all material respects and do not omit any material fact necessary to enable Purchaser make such statements not misleading. No Selling Shareholder shall make any sale or other disposition of his IN Common Stock unless (a) IN shall have received an opinion of counsel satisfactory in form and substance to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware it that the Shares have not been registered under the Securities Act and the Shares sale or other disposition may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred made without registration under the then applicable provisions of the Securities Act Laws and the rules and regulations promulgated thereunder, or an applicable exemption therefrom. Purchaser (b) such Stock is an accredited investor as that term is defined included in Rule 501(a) of Regulation D promulgated by the SEC a currently effective registration statement under the Securities Act. Purchaser acknowledges that until No Selling Shareholder has been convicted of any felony or misdemeanor in connection with the Shares are sold pursuant to registration under purchase and sale of any security or involving the making of any false filing with the Securities Act and Exchange Commission ("Commission"). No Selling Shareholder nor HVE, nor any officer, director and/or shareholder of HVE, is subject to any order, judgment or an available exemption therefromdecree of any court of competent jurisdiction, all certificates representing Shares shall bear temporarily or preliminarily restraining or enjoining, or subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchase and sale of any security or involving the making of any false filing with the Commission. Each Selling Shareholder agrees to secure and furnish to IN prior to the Effective Time investment representation letters from any other holder of Converted Shares, AS AMENDEDif any, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYaddressed to IN containing the same representations and warranties made by each Selling Shareholder in this Section 3.22.

Securities Laws Representations. Purchaser In connection with the transfer of the Shares to the Buyer, the Buyer represents and warrants that: (a) The Buyer is acquiring accepting transfer of the ------------------------------- Shares for Purchaser's investment for the Buyer’s own account only and not with a view to to, or for sale resale in connection with with, any “distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable ” of evaluating the merits and risks Shares within the meaning of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware Securities Act. (b) The Buyer understands that the Shares have not been registered under the Securities Act and by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Buyer’s investment intent as expressed herein. (c) The Buyer understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Shares indefinitely unless it is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Buyer acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Buyer further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of the Buyer’s control, and which the Company is under no obligation and may not be transferred able to satisfy. (d) The Buyer will not sell, transfer, pledge or otherwise dispose of any Shares received by Purchaser the Buyer unless they and until (A) such Shares are subsequently registered under the Securities Act and any applicable state securities laws, or (B) (y) an exemption from such registration is availableavailable thereunder, and (z) the Buyer has notified the Company of the proposed transfer and has furnished the Company with an opinion of counsel in a form reasonably satisfactory to the Company that such transfer will not require registration of such Shares under the Securities Act. The Buyer understands that the Company is not obligated, and does not intend, to register any such Shares shall not be transferred without registration either under the Securities Act or an applicable exemption therefromany state securities laws. Purchaser The Buyer authorizes the Company to issue stop transfer instructions to its transfer agent, or, so long as the Company may act as its own transfer agent, to make a stop transfer notation in its appropriate records, in order to ensure the Buyer’s compliance with this provision. (e) Buyer is an accredited a sophisticated investor with sufficient knowledge, sophistication and experience in business, including transactions involving private investments, to properly evaluate the risks and merits of its purchase of the Shares. Buyer has determined based on its own independent review and such professional advice as it deems appropriate that term is defined in Rule 501(a) its purchase of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares (i) are sold pursuant fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to registration Buyer, (iii) if applicable, do not and will not violate or constitute a default under Buyer’s charter, bylaws or other constituent document, or under any law, rule, regulation, agreement or other obligation by which such Buyer is bound and (iv) are a fit, proper and suitable investment for Buyer, notwithstanding the Securities Act substantial risks inherent in investing in or an available exemption therefromholding the Shares. 309624095 v9 (f) Buyer did not learn of the investment in the Shares as a result of any general or public solicitation or general advertising, all certificates representing Shares shall bear or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to which Xxxxx was invited by any of the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYforegoing means of communications.

Securities Laws Representations. Purchaser Each Member who makes a Capital Contribution to the Company, or purchases Membership Interest, represents and warrants to the Company and the other Members as follows: • the Member is acquiring the ------------------------------- Shares Member Interest for Purchaserthe Member's own account for investment and not with the intent to distribute the Membership Interest; • the Member has been given the opportunity to review all documents and other information which may be material to an investment decision; • the Member is not acquiring the Member Interest as a view result of any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or radio or television broadcast; • the Member acknowledges that the Member Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, that there is no market for the Member Interest, and that the Member Interest may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements; • the Member has adequate means of providing for its/his current need, is able to or bear the economic risks of investment for sale in connection with any distribution. Purchaser an indefinite period of time, and can afford a complete loss of this investment; and • the Member has such knowledge investigated the Company, and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the SharesCompany. • Disclosures. THE MEMBERSHIP INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transactionNOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE COMPANY OR THIS AGREEMENT. Purchaser acknowledges having had access to such information concerning ParentANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PROSPECTIVE MEMBERS ARE NOT TO CONSTRUE ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM ANY MANAGEMENT PERSON AS INVESTMENT, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the SharesLEGAL, OR TAX ADVICE. In entering into this Agreement and consummating the transactions contemplated herebyEACH PROSPECTIVE MEMBER SHOULD CONSULT ITS OWN COUNSEL, Purchaser is relying solely on its own investigation of ParentACCOUNTANT, Sub and their affiliates and their businessesAND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, managementTAX, financial condition, properties and prospects and the merits and risks of such transactionsAND OTHER RELATED MATTERS CONCERNING THE COMPANY. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY MEMBER INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER DELAWARE OR OTHER STATE SECURITIES LAWS BY REASON, AMONG OTHER THINGS, OF SPECIFIC EXEMPTIONS UNDER THE PROVISIONS OF SUCH LAWS RELATING TO TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING OR SOLICITATION. THE INTEREST OF A MEMBER MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED TO ANY PERSON UNLESS REGISTERED AND QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL, AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE PROPOSED PURCHASER OF THE INTEREST OF A MEMBER SATISFIES THE INVESTMENT SUITABILITY STANDARDS APPLICABLE TO THE COMPANY. SPECIFICALLY, IN THE EVENT THE MEMBER INTERESTS ARE DEEMED TO CONSTITUTE SECURITIES, THE COMPANY IS RELYING ON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D PROMULGATED THEREUNDER AND UPON SIMILAR PROVISIONS UNDER APPLICABLE STATE SECURITIES LAWSLAWS RELATING TO TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING OR SOLICITATION. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT MEMBER INTERESTS, NOR WILL ANY SUCH MARKET DEVELOP. NO IMPLICATION OR REPRESENTATION IS MADE OR INTENDED BY THIS SECTION AS TO WHETHER THE MEMBER INTERESTS ARE “SECURITIES,” AS SUCH TERM IS DEFINED UNDER FEDERAL AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.LAWS The parties hereto have caused this Agreement to be duly executed as of the date first written above. Xxxx Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxx XxXxx Xxx XxXxx Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxx Xxxxxx 20.66% 210,000 On file with Company accountant Xxxxx Xxxxx 20.16% 205,000 On file with Company accountant Xxxxx Xxxxxx 19.77% 201,000 On file with Company accountant Xxx XxXxx 19.68% 200,000 On file with Company accountant Xxx Xxxxxxx 19.68% 200,000 On file with Company accountant Xxxxxxx Xxxxx 0.05% 500 On file with Company accountant Total: 100% 1,016,500

Securities Laws Representations. Purchaser (a) Such Seller is acquiring the ------------------------------- Shares shares of Purchaser Common Stock and (in the case of Xxxxx and BWatts, the Xxxxx Convertible Note and BWatts Convertible Note) to be issued to such Seller hereunder (such Seller’s “Purchaser Securities”) for Purchaser's its own account with the present intention of holding such Purchaser Securities for purposes of investment, and such Seller is not acquiring such Purchaser Securities with a view to or for sale distribution thereof, within the meaning of the Securities Act. (b) Such Seller acknowledges and understands that such Purchaser Securities have not been (and will not be upon issuance) registered under the Securities Act or qualified under the securities or “blue sky” laws of applicable states in connection reliance upon exemptions from registration or qualification thereunder, and such Purchaser Securities may not be sold, offered, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered, except in compliance with any distribution. Purchaser the Securities Act and such laws. (c) Such Seller has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of its an investment in such Purchaser Securities. (d) Seller has received and reviewed information regarding Purchaser and such Purchaser Securities and has, to the Sharesextent it has deemed necessary or advisable, is able reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisers. Such Seller and such advisers have been given a reasonable opportunity to bear ask questions of and to receive answers from Purchaser concerning the economic risk acquisition of such investment Purchaser Securities and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had have received or been given access to such information concerning Parentand documents as such Seller believes, Sub and their affiliates as Purchaser deems in the context of the information provided by Purchaser, are necessary to enable verify the accuracy of the information furnished to Seller concerning such Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement Securities as Seller or such advisors have requested, it being understood and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware agreed that the Shares have foregoing does not been registered under constitute a representation by such Seller as to the Securities Act and the Shares may not be transferred completeness or accuracy of information provided to it by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser Purchaser. (e) Such Seller is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. ; or if such Seller does not qualify as such, such Seller either alone or with his/her/its purchaser representative(s) (as defined under in 501(i) of such Regulation D) has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of the prospective investment in such Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYSecurities.