Common use of Securities Laws Clause in Contracts

Securities Laws. (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants that it to and covenants with the Corporation as follows: (a) The Stock will acquire be acquired by the Founder Warrants to be purchased by it hereunder (Purchaser with the Purchaser's own funds for investment purposes and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment Purchaser's own account, not as a nominee or agent for any other person, firm or corporation, and not with a view to the resale sale or distribution of all or any part thereof thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing distributing, any or all of the sameStock. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person, firm or corporation to sell, transfer or grant any participation to any person, firm or corporation with respect to any or all of the Stock. (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and understands that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, Stock will not be registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and that the Stock is being issued and sold to the Purchaser based upon an exemption from registration predicated in part on the accuracy and completeness of the Purchaser's representations and warranties appearing herein. (c) The Purchaser agrees that in no event will the Purchaser sell, transfer, assign or pledge all or any part of the Stock or any interest therein, unless and until (i) the Purchaser shall have notified the Corporation of the proposed disposition and shall have furnished the Corporation with a statement of the circumstances surrounding the proposed disposition, and (ii) the Purchaser shall have furnished the Corporation with an opinion of counsel satisfactory in form and content to the Corporation to the effect that (A) such disposition will not require registration of the Stock under the Securities Act or compliance with applicable state securities laws, or (B) appropriate action necessary for compliance with the Securities Act and applicable state securities laws has consulted a “purchaser representative” as defined been taken, or (iii) the Corporation shall have waived, expressly and in Rule 501(hwriting, its right under clauses (i) and (ii) of Regulation D this subsection, and (iv) the proposed transferee of the Stock shall have provided the Corporation with respect a written agreement or undertaking by which such transferee agrees to be bound by all terms, conditions and limitations of this Agreement applicable to such transferee's transferor as if such transferee were a party hereto. The requirement of subparagraph (iv) shall not apply to any transfer (A) pursuant to an offering registered under the Founder Warrants and Securities Act, (B) pursuant to Rule 144 under the Securities Act or (C) effected in a market transaction otherwise exempt from registration under the Securities Act. (d) The Purchaser is able to fend for itself in connection with the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Corporation, as the ability to bear the economic risks of its investment for an indefinite period of time and can afford a complete loss of its investment, has had the opportunity prior to the Purchaser's purchase of the Stock to ask questions of and receive answers from representatives of the Corporation concerning the finances, operations and business of the Corporation. The Purchaser is not relying upon any statement, promise or assurance of any investor in the Corporation (or any representative of any such investor) in arriving at the Purchaser's decision to purchase the Stock, and has not otherwise been induced to purchase the Stock by any such investor (or any representative of any such investor), and the Purchaser has decided to purchase the Stock based upon the Purchaser's own analysis of the merits and risks of investing in the Corporation without the intervention or assistance of any other person, firm or corporation. (e) The Purchaser understands and acknowledges that the Purchaser will not be permitted to sell, transfer, assign or pledge the Stock until it is registered under the Securities Act or an exemption from the registration and prospectus delivery requirements of the Securities Act is available to the Purchaser, and that there is no assurance that such an exemption from registration will ever be available or that the Purchaser will ever be able to sell any of the Stock. (f) All certificates representing the Stock and, until such time as the Stock is sold in an offering which is registered under the Securities Act or the Corporation shall have received an opinion of counsel satisfactory in form and content to the Corporation that such registration is not required in connection with a resale (or subsequent resale) of the Stock, all certificates issued in transfer thereof or substitution therefor, shall, where applicable, have endorsed thereon the following (or substantially equivalent) legends: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF (A "TRANS- FER") UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A SUBSCRIPTION AGREEMENT BETWEEN THE REGISTERED HOLDER AND THE CORPORATION (THE "AGREEMENT") (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND WHICH WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS. ACCORDINGLY, NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE AGREEMENT AND (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AMENDMENT THERETO UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. (ii) Any legend required to be placed thereon by any applicable state securities law. (iii) The Purchaser acknowledges and agrees A legend to the effect that the Founder Warrants (and any such shares of Common stock are subject to a Stock purchased upon Subscription Agreement between the exercise Purchaser and the Corporation that limits the transferability of the shares under certain conditions and applies to any Found Warranttransferee of such shares. (g) will constitute “restricted securities” The Corporation shall not be obligated to transfer any of the Stock if counsel for the Corporation determines that any applicable registration requirement under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction any other applicable requirement of federal or state law has not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actbeen met. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants that it will acquire Neither this Warrant nor the Founder Warrants to be purchased by it hereunder (and any shares of Common Warrant Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"). The Company will not transfer this Warrant or the Warrant Stock unless (a) there is an effective registration covering such Warrant or such shares, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” case may be, under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulationsstate securities laws, such securities may be resold without (b) it first receives a letter from an attorney stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act only in certain limited circumstances. Each Subscriber and under all applicable state securities laws, or (c) the transfer is familiar with made pursuant to Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect. Conditions to Transfer. Prior to any such proposed transfer, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoingas a condition thereto, no if such transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be is not made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of Holder will, if requested by the Securities ActCompany, as confirmed in an opinion of the Purchaser’s counsel acceptable deliver to the Company. Company (va) The Purchaser hereby acknowledges and agrees an investment covenant signed by the proposed transferee, (b) an agreement by such transferee that each of the restrictive investment legend set forth above be placed on the certificate or certificates representing the Founder Warrants securities acquired by such transferee, and (and any shares of Common Stock purchased upon c) an agreement by such transferee that the exercise of any Found WarrantCompany may place a "stop transfer order" with its transfer agent or registrar. RIGHTS OF THE HOLDER. THE HOLDER SHALL NOT, BY VIRTUE HEREOF, BE ENTITLED TO ANY RIGHTS OF A SHAREHOLDER IN THE COMPANY, EITHER AT LAW OR IN EQUITY, AND THE RIGHTS OF THE HOLDER ARE LIMITED TO THOSE EXPRESSED IN THIS WARRANT AND THE PURCHASE AGREEMENT. THE WARRANT STOCK SHALL BE ENTITLED TO ALL OF THE RIGHTS, PRIVILEGES AND BENEFITS PROVIDED IN THIS WARRANT AND THE PURCHASE AGREEMENT, INCLUDING SECTIONS 7.1(J), (M) shall bear a legend substantially as follows:AND (N) OF THE PURCHASE AGREEMENT.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire In addition to the Founder restrictions set forth in Section 2, during the Lock-Up Period, no Equity Consideration Shares or New Warrants to held or beneficially owned by a Stockholder may be purchased by it hereunder (and any shares of Common Stock purchased Transferred except upon the exercise of any Found Warrant) for its own account for conditions specified in this Section 7, which conditions are intended to ensure compliance with the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (ivb) Without limiting Except as otherwise expressly provided by Section 7(c) and Section 7(d), certificated shares of Common Stock and New Warrants covered by this Agreement shall be stamped or otherwise imprinted with a legend in substantially the foregoingform provided in Section 9(a) and, no transfer upon the issuance or Transfer of any book-entry shares of Common Stock and New Warrants covered by this Agreement, a legend in substantially the form provided in Section 9(a) shall be included in a notice to the record holder of such shares in accordance with applicable law. (c) During the Lock-Up Period, each Stockholder shall, prior to any Transfer of any Equity Consideration Shares or New Warrants (other than a Transfer in accordance with Section 2(b)), give written notice to the Corporation of such Stockholder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7. Each such notice shall describe the manner and circumstances of the Founder Warrants (and proposed Transfer. No Stockholder shall Transfer any shares of Common Stock purchased upon the exercise held by it unless: (1) such shares of any Found Warrant) shall be made by the Purchaser except (i) a transfer Common Stock are sold or otherwise disposed of pursuant to an effective registration statement Registration Statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) Act or (iii2) a transfer to a third party in a cash transaction the holder of such shares of Common Stock has met the requirements for Transfer of such shares pursuant to an exemption from the any applicable registration requirements under the Securities Act (including, without limitation, pursuant to Rule 144 or Section 4(a)(7) of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company). (vd) The Purchaser hereby acknowledges and agrees that each Whenever the restrictions imposed by this Section 7 shall terminate, the holder of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon represented by certificates as to which such restrictions have terminated shall be entitled to receive from the exercise Corporation, at the Corporation’s expense, a new certificate (or, at such Stockholder’s election, book-entry shares) not bearing the restrictive legend set forth in Section 9(a) and not containing any other reference to the restrictions imposed by this Section 7; provided, however, that so long as the restrictions on Transfer and ownership under Section 2 of this Agreement remain in effect, any Found Warrant) such certificates relating to the shares covered by such restrictions shall bear contain a restrictive legend substantially as follows:in the form set forth in Section 9(a), except that such legend may omit the first two sentences thereof.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser Buyer is an “accredited investorAccredited Investor” as defined in Rule 501(a) of Regulation DD. (b) Buyer has received all documents, materials and information which Buyer deems necessary or appropriate for evaluating an investment in the Company or which have been requested by Buyer and has had a reasonable opportunity to ask questions of the Company and its representatives regarding the Company and the terms and conditions of the Transactions, and the Company has answered all such inquiries that Buyer or Buyer’s representatives have put to it. Buyer has had access to all additional information necessary to verify the accuracy of the information set forth in any materials furnished by the Company to Buyer, and has taken all the steps necessary to evaluate the merits and risks of an investment as amendedproposed hereunder. (c) Buyer has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of the Transactions and protect the interests of Buyer in connection with the Transactions. (d) Buyer understands that an investment in the Company Common Stock is a highly speculative venture involving a high degree of financial risk and Buyer is familiar with the various risks of an investment in the Company as proposed herein, and can afford to bear such risks, including the risks of losing Buyer’s entire investment. (e) Buyer acknowledges that no public market for the Company Common Stock presently exists and none may develop in the future and that Buyer may find it difficult or impossible to liquidate Buyer’s investment in the Company Common Stock at a time when it may be desirable to do so, or at any other time. (f) Buyer has been advised by the Company that none of the Seller Shares have been registered under the Securities Act Act; that the Seller Shares will be issued on the basis of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(hstatutory exemption provided by Section 4(1) of Regulation D with respect the Securities Act and under available exemptions from state securities laws; that the Transactions have not been reviewed by, passed on or submitted to any federal or state agency or self regulatory organization where an exemption or preemption is being relied upon; and that Seller’s reliance thereon is based in part upon the Founder Warrants and the transactions contemplated representations made by Buyer in this Agreement. (iiig) The Purchaser Buyer acknowledges and agrees that he has been informed by Seller of, or is otherwise familiar with, the Founder Warrants (and any shares nature of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under limitations imposed by the Securities Act inasmuch as they are and the rules and regulations thereunder on the transfer of the Seller Shares. In particular, Buyer agrees that no sale, assignment or will transfer of any of the Seller Shares shall be acquired from valid or effective, and the Company in shall not be required to give any effect to such a transaction not involving a public offering and thatsale, under applicable laws and applicable regulationsassignment or transfer, unless (i) the sale, assignment or transfer of such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber Seller Shares is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) registered under the Securities Act, as presently it being understood that none of the Seller Shares are currently registered for sale and that the Company has no obligation or intention to so register the Seller Shares (except pursuant to the Registration Rights Agreement), or (ii) such Seller Shares are sold, assigned or transferred in effectaccordance with all the requirements and limitations of Rule 144, and understands it being understood that Rule 144 would not be available at the resale limitations imposed on present time for the Founder Warrants sale of the Seller Shares, or (and any shares of Common Stock purchased upon the exercise of any Found Warrantiii) thereby and by applicable provisions of such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. (iv) Without limiting the foregoing. Buyer further understands that, no in connection with any sale, assignment or transfer of any of the Founder Warrants (and any shares of Common Stock purchased upon the exercise Seller Shares or a sale of any Found Warrant) shall be made by of the Purchaser except (i) a transfer Seller Shares pursuant to an effective registration statement under the Securities Act, Buyer shall be required to deliver to the Company (iiA) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer an opinion, satisfactory to a third party in a cash transaction pursuant to an exemption from the registration requirements Company, of the Securities Act, as confirmed in an opinion of the Purchaser’s legal counsel acceptable to the Company regarding the availability of exemptions from registration under federal or applicable state securities laws, and (B) such other documents as may be reasonably required by the Company. (v) The Purchaser hereby acknowledges and agrees that each . Each certificate or instrument representing any of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Securities shall bear a legend substantially to the foregoing effect. (h) Buyer will acquire the Seller Shares for Buyer’s own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, except pursuant to transactions registered under, or exempt from the registration requirements of, federal and applicable state securities laws, and has no present intention of, or any existing agreements or arrangements with respect to, distributing or selling to others any of the Seller Shares or granting any participation therein (other than as follows:provided in this Agreement). (i) The Seller Shares were not offered to Buyer by any means of general solicitation or general advertising.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants Old Night has previously issued securities pursuant to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, available exemptions under the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), or has consulted and is a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” reporting company under the Securities Exchange Act inasmuch as they of 0000 (xxx "Xxxxxxxx Xxx"). Shares of Old Night's common stock are or will be acquired from currently traded on the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration Pink Sheets of the National Association of Securities Dealers ("Pink Sheets") pursuant to Rule 15c2-11 under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (ivb) Without limiting Old Night is a corporation subject to the foregoing, no transfer reporting requirements of the Founder Warrants Exchange Act. Old Night has filed all required reports, schedules, forms, statements, and other documents with the SEC (and any shares the "SEC Documents"), As of Common Stock purchased upon their respective dates, the exercise of any Found Warrant) shall be made by SEC Documents complied with all material respects with the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act or the Exchange Act, as confirmed in an opinion the case may be, and the rules and regulations of the Purchaser’s counsel acceptable SEC promulgated thereunder applicable to such SEC Documents, and none of the CompanySEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The financial statements included or incorporated by reference by the SEC Documents comply as to form in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of unaudited financial statements permitted by SEC Form 10QSB) applied on a consistent basis during the period involved (except as may be indicated in the notes thereto) and fairly present the financial position of Old Night and its subsidiaries as of the date thereof and their statements of operations, changes in shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (vc) The Purchaser hereby acknowledges There is no known fact or circumstance that materially and agrees that each adversely has affected or is affecting or, in the reasonable opinion of Old Night's executive officers, may reasonably be expected in the certificates representing the Founder Warrants (and any shares future to materially or adversely affect, Old Night's financial condition or results of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:operations.

Securities Laws. (ia) The Purchaser represents This Agreement is made with AIRNET's reliance upon SCP's representations to AIRNET, which by the acceptance hereof of SCP hereby confirms, that the Notes and warrants that it will acquire the Founder Warrants Note Shares to be purchased acquired by it hereunder (SCP and any all shares of AIRNET's Common Stock purchased upon to be acquired by SCP pursuant to the exercise terms of any Found Warrant) this Agreement will be acquired for investment for its own account for the purpose of investment account, not as a nominee or agent, and not with a view to the resale sale or distribution of all or any part thereof absent the registration of such Notes and Note Shares under the Purchaser 1933 Act or pursuant to a valid exemption from such registration requirements, and each Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, SCP further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Notes or Note Shares. (iib) The Purchaser acknowledges SCP understands that the Notes and Note Shares may not be registered under the 1933 Act on the ground that the sale provided for in this Agreement and the issuance of the Notes and Note Shares hereunder are being made in reliance upon an exemption from the registration requirements of the Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering, and is similarly exempt under any other applicable securities laws, and that AIRNET's reliance on such exemptions is predicated on SCP's representations set forth herein. (c) SCP represents that it can bear the economic risk is experienced in evaluating and complete loss of its potential investment investing in the Founder Warrants companies such as AIRNET, is able to be purchased by it hereunder and that the Purchaser has experience fend for itself in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. SCP further represents that it has had access, during the course of the transaction and prior to the purchase of the Notes and Note Shares, to information concerning AIRNET and that it has had during the course of the transaction and prior to the purchase of the Notes, the opportunity to ask questions of, and receive answers from, AIRNET concerning the terms and conditions of the offering and AIRNET's business, management and financial affairs, and to obtain additional information (to the extent AIRNET possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. (iiid) The Purchaser acknowledges and agrees SCP represents that it is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Act. (e) SCP understands that the Founder Warrants (Notes and any shares Note Shares may not be sold, transferred or otherwise disposed of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities 1933 Act only and any applicable state securities laws absent an exemption therefrom, and that in certain limited circumstancesthe absence of an effective registration statement covering the Notes and Note Shares, or an available exemption from registration under the 1933 Act and any applicable state securities laws, the Notes and Note Shares must be held indefinitely. Each Subscriber In particular, SCP is familiar with aware that the Notes and Note Shares may not be sold pursuant to SEC Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act1933 Act unless all the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current and adequate information to the public about AIRNET. SCP represents that, as presently in effectthe absence of an effective registration statement covering the Notes and Note Shares, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions it shall not sell, transfer or otherwise dispose of the Securities ActNotes and Note Shares except in a manner consistent with the representations set forth herein and pursuant to an available exemption. (ivf) Without limiting the foregoingSCP agrees that in no event will it sell, no transfer or otherwise dispose of any of the Founder Warrants Notes and Note Shares (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer other than pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (1933 Act and any shares of Common Stock purchased upon applicable state securities laws), unless and until SCP or its proposed transferee has complied with any restrictions on transfer in the exercise of any Found Warrant) shall bear a legend substantially as follows:Registration Rights Agreement. SCP acknowledges that it will be subject o AIRNET's Xxxxxxx Xxxxxxx Policy.

Securities Laws. (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Each Purchaser acknowledges and agrees that the Founder Warrants issuance and sale of the Securities (and any the shares of Company Common Stock purchased that are issuable upon the conversion or exercise of any Found Warrantthe Securities) will constitute “restricted securities” have not been registered under the Securities Act inasmuch as or the securities laws of any state and that they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration sold or otherwise disposed of only in one or more transactions registered under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Actand, where applicable, such laws, or as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to which an exemption from the registration requirements of the Securities ActAct and, where applicable, such laws, is available. Each Purchaser acknowledges that, except as confirmed set forth in an opinion Section 4.10 of this Agreement (or, if applicable, the Registration Rights Agreement), such Purchaser has no right to require the Company or any Company Subsidiary to register the shares of Company Common Stock that are issuable upon conversion or exercise of the Purchaser’s counsel acceptable to the Company. (v) The Securities. Each Purchaser hereby also acknowledges and agrees that each the Securities and underlying shares of Company Common Stock may be notated with a restrictive legend, subject to the terms of the certificates representing Certificate of Designation and the Founder Warrants. The Preferred Shares shall initially bear the legend set forth below when issued at the Closing Date: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.” The Warrants (and any shares of Common Stock purchased upon shall initially bear the exercise of any Found Warrant) shall bear a legend substantially as follows:set forth in Exhibit B when issued at the Closing Date.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser Seller is an “accredited investorAccredited Investor” as defined in Rule 501(a) of Regulation D (“Regulation D, ”) as amended, promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (b) Seller has received all documents, materials and information which Seller deems necessary or appropriate for evaluating an investment in the Company or which have been requested by Seller and has had a reasonable opportunity to ask questions of the Company and its representatives regarding the Company and the terms and conditions of the Transactions, and the Company has answered all such inquiries that Seller or Seller’s representatives have put to it. Seller has had access to all additional information necessary to verify the accuracy of the information set forth in any materials furnished by the Company to Seller, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereunder. (c) Seller has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of the Transactions and protect the interests of Seller in connection with the Transactions. (d) Seller understands that an investment in the Company Common Stock is a highly speculative venture involving a high degree of financial risk and Seller is familiar with the various risks of an investment in the Company as proposed herein, and can afford to bear such risks, including the risks of losing Seller’s entire investment. (e) Seller acknowledges that no public market for the Company Common Stock presently exists and none may develop in the future and that Seller may find it difficult or impossible to liquidate Seller’s investment in the Company Common Stock at a time when it may be desirable to do so, or at any other time. (f) Seller has consulted a “purchaser representative” as defined in Rule 501(hbeen advised by the Company that none of the Tranche Shares have been registered under the Securities Act; that the Tranche Shares will be issued on the basis of the statutory exemption provided by Section 4(1) of Regulation D with respect the Securities Act and under available exemptions from state securities laws; that the Transactions have not been reviewed by, passed on or submitted to any federal or state agency or self regulatory organization where an exemption or preemption is being relied upon; and that Buyer’s reliance thereon is based in part upon the Founder Warrants and the transactions contemplated representations made by Seller in this Agreement. (iiig) The Purchaser Seller acknowledges and agrees that he has been informed by Buyer of, or is otherwise familiar with, the Founder Warrants (and any shares nature of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under limitations imposed by the Securities Act inasmuch as they are and the rules and regulations thereunder on the transfer of the Tranche Shares. In particular, Seller agrees that no sale, assignment or will transfer of any of the Tranche Shares shall be acquired from valid or effective, and the Company in shall not be required to give any effect to such a transaction not involving a public offering and thatsale, under applicable laws and applicable regulationsassignment or transfer, unless (i) the sale, assignment or transfer of such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber Tranche Shares is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) registered under the Securities Act, it being understood that none of the Tranche Shares are currently registered for sale and that the Company has no obligation or intention to so register the Tranche Shares (except pursuant to the Registration Rights Agreement (as presently defined in effectthe Termination Agreement)), or (ii) such Tranche Shares are sold, assigned or transferred in accordance with all the requirements and understands limitations of Rule 144 under the resale limitations imposed on Securities Act (“Rule 144”), it being understood that Rule 144 would not be available at the Founder Warrants present time for the sale of the Tranche Shares, or (and any shares of Common Stock purchased upon the exercise of any Found Warrantiii) thereby and by applicable provisions of such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. (iv) Without limiting the foregoing. Seller further understands that, no in connection with any sale, assignment or transfer of any of the Founder Warrants (and any shares of Common Stock purchased upon the exercise Tranche Shares or a sale of any Found Warrant) shall be made by of the Purchaser except (i) a transfer Tranche Shares pursuant to an effective registration statement under the Securities Act, Seller shall be required to deliver to the Company (iiA) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer an opinion, satisfactory to a third party in a cash transaction pursuant to an exemption from the registration requirements Company, of the Securities Act, as confirmed in an opinion of the Purchaser’s legal counsel acceptable to the Company regarding the availability of exemptions from registration under federal or applicable state securities laws, and (B) such other documents as may be reasonably required by the Company. (v) The Purchaser hereby acknowledges and agrees that each . Each certificate or instrument representing any of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Tranche Shares shall bear a legend substantially as follows:to the foregoing effect. (h) Seller will acquire the Tranche Shares for Seller’s own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, except pursuant to transactions registered under, or exempt from the registration requirements of, federal and applicable state securities laws, and has no present intention of, or any existing agreements or arrangements with respect to, distributing or selling to others any of the Tranche Shares or granting any participation therein. (i) The Tranche Shares were not offered to Seller by any means of general solicitation or general advertising.

Securities Laws. (i) The Purchaser represents By accepting the Option, the Optionee agrees for himself, his heirs and warrants that it will acquire the Founder Warrants legatees not to be purchased by it hereunder (sell or otherwise transfer any and any shares of Common Stock all Shares purchased upon the exercise thereof except in compliance with the applicable provisions of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended from time to time (the “Securities Act”)) and any other applicable legal requirements. Further, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and Optionee agrees that if the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions Optionee’s sale of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and Shares is at any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made time not covered by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities ActAct (it being agreed that the Company will use its commercially reasonable best efforts to cause a registration statement (so long as such registration statement may be filed on Form S-8 or any substantially similar successor form) to be in effect during any period in which the same may be required in order to permit the Optionee to sell the Shares in the public market), (ii) a transfer complying with Rule 144 (as then the Company may require the Optionee to make such representations and agreements and furnish such information, and the Company may take such additional actions, in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Acteach case, as confirmed the Company may in an opinion of its reasonable discretion deem necessary or desirable to assure compliance by the Purchaser’s counsel Company, on terms acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each , with the provisions of the certificates representing the Founder Warrants (Act and any shares other applicable legal requirements, including but not limited to the placing of Common Stock purchased upon a “stop transfer” order with respect to such Shares with its transfer agent and the exercise placing of any Found Warrantan appropriate restrictive legend on the certificate(s) shall bear evidencing such Shares in substantially the following form: “The sale of the securities represented by this certificate has not been registered under the Securities Act of 1933, and may not be sold or transferred in the absence of an effective Registration Statement covering such sale or transfer under the Securities Act of 1933 or an opinion of counsel to the Company that registration is not required under said Act. In the event that a legend substantially as follows:Registration Statement becomes effective covering the securities or counsel to the Company delivers a written opinion that registration is not required under said Act, this certificate may be exchanged for a certificate free from this legend.”

Securities Laws. (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser SRS acknowledges that it can bear is aware, and will advise each SRS Investment Professional who receives Confidential Information pursuant to Section 8(b), that United States securities laws prohibit any Person who has received material, non-public information from purchasing or selling securities on the economic risk basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person may trade securities on the basis of such information. SRS agrees that neither it nor its investment professionals will use or communicate any Confidential Information in violation of such laws. SRS maintains customary policies and complete loss procedures designed to prevent unauthorized disclosure and use of its potential investment material, non-public information. As long as the Applicable Directors (or any Replacement thereof that is an Affiliate of SRS) are on the Board, SRS shall not purchase or sell, directly or indirectly, any securities of the Company during any blackout periods applicable to all directors under the Company’s xxxxxxx xxxxxxx policy; provided, however, that nothing herein shall prohibit SRS or Xx. Xxxxx (solely in his capacity as an advisor, director, general partner or manager of SRS or any affiliated fund) from purchasing or selling any securities of the Company pursuant to a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act and that is not adopted during any such blackout period. The Company agrees to notify SRS of the opening and closing of any such blackout periods. The restrictions contained in the Founder Warrants Company’s policies and procedures applicable to be purchased by it hereunder and that the Purchaser has experience Applicable Directors (in such investmenttheir capacity as such) on pledging or making purchases on margin of, financialor entering into derivative or hedging arrangements (including options) with respect to, business and tax matters as to enable it to evaluate the merits and risks securities of the investment Company, which transactions are otherwise in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D compliance with respect to the Founder Warrants applicable law and the transactions contemplated by this Agreement, shall not be deemed to apply to SRS or Xx. Xxxxx (solely in his capacity as an advisor, director, general partner or manager of SRS or any affiliated fund). (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit J-2 (the “Transferor Certificate”) and (i) The Purchaser represents and warrants that it will acquire deliver a letter in substantially the Founder Warrants to be purchased by it hereunder form of either Exhibit K (and any shares of Common Stock purchased upon the exercise of any Found Warrant“Investment Letter”) for its own account for or Exhibit L-1 (the purpose of investment and not with a view to the resale “Rule 144A Letter”) or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear there shall be delivered to the economic risk and complete loss of its potential investment in Trustee at the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks expense of the investment in the Founder Warrants. The Purchaser is transferor an “accredited investor” as defined in Rule 501(a) Opinion of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees Counsel that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities transfer may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements Securities Act; provided, however, that in the case of the Securities Actdelivery of an Investment Letter in connection with the transfer of any Class C or Class P Certificate to a transferee that is formed with the purpose of issuing notes backed by such Class C or Class P Certificate, as confirmed the case may be, clause (b) and (c) of the form of Investment Letter shall not be applicable and shall be deleted by such transferee. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Trustee and the Master Servicer shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor, the Sellers, the NIM Insurer and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received either (i) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Trustee (in the event such Certificate is a Private Certificate, such requirement is satisfied only by the Trustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit K or Exhibit L-1, or in the event such Certificate is a Residual Certificate, such requirement is satisfied only by the Trustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit I), to the effect that (x) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code, nor a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer or (y) in the case of a Certificate that is an ERISA-Restricted Certificate and that has been the subject of an ERISA-Qualifying Underwriting, a representation that the transferee is an insurance company which is purchasing such Certificates with funds contained in an opinion “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted Certificate presented for registration in the name of an employee benefit plan or arrangement subject to ERISA or a plan or arrangement subject to Section 4975 of the PurchaserCode (or comparable provisions of any subsequent enactments), or a trustee or any other person acting on behalf of any such plan or arrangement, or using such plan’s counsel acceptable or arrangement’s assets, an Opinion of Counsel satisfactory to the Company. (v) The Purchaser hereby acknowledges and agrees that each Trustee, which Opinion of Counsel shall not be an expense of the certificates representing Trustee, the Founder Warrants Master Servicer or the Trust Fund, addressed to the Trustee and the Master Servicer to the effect that the purchase and holding of such ERISA-Restricted Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement or to any liability (such Opinion of Counsel, a “Benefit Plan Opinion”). For purposes of the preceding sentence, with respect to an ERISA-Restricted Certificate that is not a Residual Certificate, in the event the representation letter or Benefit Plan Opinion referred to in the preceding sentence is not so furnished, one of the representations in clause (i), as appropriate, shall be deemed to have been made to the Trustee by the transferee’s (including an initial acquiror’s) acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else to the contrary in this Agreement, any purported transfer of an ERISA-Restricted Certificate to or on behalf of an employee benefit plan or arrangement subject to ERISA or to Section 4975 of the Code without the delivery to the Trustee of a Benefit Plan Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any shares Person for any registration of Common Stock purchased upon the exercise transfer of any Found WarrantERISA-Restricted Certificate that is in fact not permitted by this Section 5.02(b) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. So long as the Supplemental Interest Trust is in effect, no transfer of a Class 1-A-1 or Class 2-A-1 Certificate (other than a transfer of any such Certificate to an affiliate of the Depositor (either directly or through a nominee) in connection with the initial issuance of the Certificates) shall bear be made unless the Trustee shall have received a legend representation letter from the transferee of such Certificate substantially in the form of Exhibit L-2 (the “Covered Certificate Letter”) to the effect that (i) such transferee is not a Plan, or (ii) that the purchase and holding of such Certificate satisfies the requirements for exemptive relief under XXXX 00-00, XXXX 00-0, XXXX 00-00, XXXX 00-00, XXXX 96-23, the service provider exemption provided under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar exemption. In the event that such a representation letter is not delivered, one of the foregoing representations, as follows:appropriate, shall be deemed to have been made by the transferee’s (including an initial acquiror’s) acceptance of the Class 1-A-1 or Class 2-A-1 Certificate. In the event that such representation is violated, such transfer or acquisition shall be void and of no effect.

Securities Laws. (ia) The Purchaser represents Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act, and warrants that it will acquire if the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account Investor is an entity, has not been organized for the purpose of acquiring the shares of Company Stock pursuant to this Agreement. (b) The Investor understands and acknowledges that its shares of Company Common Stock will not be registered under the Securities Act or any other Applicable Laws, except as provided in Section 6.2, and are being offered in transactions not requiring registration (or any equivalent thereof) under the Securities Act or any other Applicable Laws, and may not be offered, sold, transferred or otherwise disposed except (i) in compliance with the registration requirements of the Securities Act and any other Applicable Laws or pursuant to an exemption therefrom or in a transaction not subject thereto, (ii) the Company has received an opinion from its counsel that the proposed sale, transfer or disposition does not require registration under the Securities Act or any other Applicable Laws, or (iii) as set forth in Section 8.5. (c) The Investor acknowledges and agrees that each share certificate evidencing shares of Company Common Stock issued pursuant to this Agreement (unless issued pursuant to a registration statement under the Securities Act), and any share certificate issued in replacement thereof, shall be stamped or otherwise imprinted with appropriate legends reflecting restrictions on transferability in accordance with the Applicable Laws, and transfer restrictions of like effect will be provided by the Company and its transfer agent, and the Investor acknowledges and agrees to such legends, transfer agent instructions and transfer restrictions, on behalf of such Investor and each subsequent Permitted Transferee of such Investor. (d) The shares of Company Common Stock to be acquired in accordance with this Agreement are being acquired by such Investor for investment and not with as a view to nominee or agent for the resale or distribution benefit of any part thereof other person, and the Purchaser such Investor has no present current intention of sellingdistributing, granting any participation in, reselling or otherwise distributing assigning the sameCompany Common Stock in violation of the Securities Act. (iie) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential Investor is aware that: (i) an investment in the Founder Warrants Company involves a high degree of risk, lack of liquidity and substantial restrictions on transferability of interest; and (ii) no Federal or state agency has made any finding or determination as to be purchased the fairness for investment by it hereunder the public, nor has made any recommendation or endorsement, of the Company Common Stock. (f) The Investor or his, her or its representatives, as the case may be, together with its advisers, have such knowledge and that the Purchaser has experience in such investment, financial, tax, and business and tax matters matters, and, in particular, investments in securities, so as to enable it them to utilize the information made available to them in connection with the Company Common Stock to evaluate the merits and risks of the an investment in the Founder Warrants. The Purchaser is Company Common Stock and to make an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D informed investment decision with respect to the Founder Warrants and the transactions contemplated by this Agreementthereto. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser Holder acknowledges that it can bear the economic risk Underlying Shares are being offered and complete loss of its potential investment sold by the Company in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of accordance with Regulation D, as amended, D under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Underlying Shares will constitute “restricted securities” as defined in Rule 144 under the Securities Act inasmuch as they are or will be acquired from Act. Neither this Warrant nor the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) Underlying Shares have been registered under the Securities Act, as presently in effect, or any state securities laws (“Blue Sky Laws”). This Warrant has been acquired for the Holder’s own account for investment purposes and understands the not with a current view to distribution or resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall may not be made by the Purchaser except sold or otherwise transferred (i) a transfer pursuant to without an effective registration statement for such Warrant under the Securities ActAct and such applicable Blue Sky Laws, or (ii) a transfer complying with Rule 144 (as then in effect) unless Holder shall have delivered to the Company an opinion of counsel to the effect that the Warrant or (iii) a transfer such portion of the Warrant to a third party in a cash transaction pursuant to be sold or transferred may be sold or transferred under an exemption from such registration. (b) The Company covenants and agrees that all Underlying Shares will, upon issuance and payment therefor, be legally and validly issued and outstanding, free from all taxes, liens, charges and preemptive or similar rights, if any, with respect thereto or to the registration issuance thereof. The Company will take all such action as may be reasonably necessary or appropriate to assure that the Underlying Shares may be issued as provided herein without violating any applicable law or regulation, or any requirements of the Securities Act, as confirmed in an opinion of Trading Market upon which the Purchaser’s counsel acceptable to the CompanyVoting Common Stock may be listed. (vc) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants Underlying Shares will bear the following or similar legend, unless the Company determines otherwise in compliance with applicable law: “THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (and any shares of Common Stock purchased upon the exercise of any Found WarrantTHE “SECURITIES ACT”) shall bear a legend substantially as follows:AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.”

Securities Laws. 6.1 The Parties hereto acknowledge that the issuance of the Purchase Shares by the Purchaser to the Vendor as contemplated herein is being made pursuant to an exemption from the registration and prospectus requirements of applicable securities laws pursuant to Section 2.13 of National Instrument 45-106. 6.2 The Vendor confirms to and covenants with the Purchaser that: (ia) The Purchaser represents and warrants that it will acquire comply with all requirements of applicable securities laws in connection with the Founder Warrants issuance to be purchased by it hereunder (of the Purchase Shares and any shares of Common Stock purchased upon the exercise resale of any Found Warrant) for its own account for of the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.Purchase Shares; and (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, Purchase Shares have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), ) or has consulted a “purchaser representative” as defined in Rule 501(h) the securities laws of Regulation D with respect to any State of the Founder Warrants United States and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon Purchaser does not intend to register the exercise of any Found Warrant) will constitute “restricted securities” Purchase Shares under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities Act, or the securities laws of any State of the United States and Exchange Commission has no obligation to do so. The Vendor is not a “U.S. person” (the “SEC”) as that term is defined in Regulation S under the U.S. Securities Act) provided, as presently in effecthowever, that the Vendor may sell or otherwise dispose the Purchase Shares pursuant to registration thereof under the U.S. Securities Act and any applicable State securities laws or pursuant to any available exemption from such registration requirements. 6.3 Upon the issuance of the Purchase Shares to the Vendor, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by until such time as is no longer required under applicable provisions of the Securities Act. (iv) Without limiting the foregoingsecurities laws, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (Purchase Shares will bear the following two legends required under National Instrument 45-102 and the policies of the Exchange, respectively, in substantially the following form: “Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date].” 6.4 If any shares of Common Stock purchased upon the exercise Purchase Shares are required to be escrowed pursuant to the policies of the Exchange, and all rights of protest or appeal has been exhausted by the Parties, the Vendor agrees to sign any Found Warrant) shall bear a legend substantially such escrow agreement and abide by any such restrictions as follows:may be so imposed by the Exchange.

Securities Laws. The Buyer understands that if the Prospectus is not delivered to the Buyer and the sale and purchase of Covered Securities hereunder is not effected pursuant to the Registration Statement (i) The Purchaser represents an "Unregistered Sale"), the purchase and warrants that it sale of Covered Securities pursuant to this Agreement will acquire not be registered under the Founder Warrants to be purchased by it hereunder (and Securities Act, or any shares of Common Stock purchased upon the exercise securities act of any Found Warrant) for its own account state or other jurisdiction, in reliance on registration exemptions under such statutes. In such event, the Covered Securities will be acquired solely for the purpose of investment Buyer's own account, for investment, and not with a view to the resale any distribution or distribution other disposition of such Covered Securities or any part thereof and the Purchaser has no present intention of selling, granting any participation inthereof, or interest therein, except in accordance with the Securities Act. In such event, the Buyer will not sell or otherwise distributing transfer the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment Covered Securities except in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under accordance with the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under all other applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectlaws, and understands the resale limitations imposed on the Founder Warrants prior to any transfer (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer other than pursuant to an effective registration statement under the Securities ActAct or otherwise in compliance with applicable law) the Buyer will furnish to the Company a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that registration under the Securities Act is not required or that all requisite action has been taken under all applicable securities laws in connection with the proposed transfer. In the event of an Unregistered Sale, (ii) a the Buyer acknowledges its understanding that the Covered Securities will bear an appropriate legend with respect to the foregoing matters until the Company's counsel reasonably determines that the legend is no longer advisable. The Buyer also acknowledges that, in such event, appropriate stop transfer complying orders will be noted on the Company's records with Rule 144 (respect to the Covered Securities. Buyer is an "accredited investor" as then that term is defined in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of Regulation D under the Securities Act. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing the Covered Securities, as confirmed is able to bear the economic risk of such investment, including a complete loss thereof, and understands that there are substantial risks involved in an opinion of acquiring the Purchaser’s counsel acceptable to the CompanyCovered Securities. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Notes are being or will be acquired by such Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment account, not as a nominee or agent, and not with a the view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation into, or otherwise distributing the samefor resale in connection with, any distribution thereof in any transaction which would be in violation of state or federal securities laws. (iib) The Such Purchaser acknowledges that it can bear is a sophisticated purchaser with respect to the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks purchase of the investment in the Founder Warrants. The Purchaser Notes and is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iiic) The Such Purchaser acknowledges and agrees understands that (i) the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will Notes constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from Act, (ii) the Company in a transaction offer and sale of the Notes hereunder is not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration registered under the Securities Act only or under any “blue sky” laws in reliance upon certain limited circumstances. Each Subscriber exemptions from such registration and that the Borrower is familiar with Rule 144 promulgated relying on the representations made herein by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently such Purchaser in effectits determination of whether such specific exemptions are available, and understands (iii) the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall Notes may not be made by the Purchaser transferred except (i) a transfer pursuant to an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act and under applicable “blue sky” laws or in a transaction exempt from such registration. Such Purchaser acknowledges that: (1) it has no right to require registration thereof under the Securities Act or any “blue sky” laws, and (2) there is not now and is not contemplated to be any public market therefor. As a result, such Purchaser is prepared and is able to bear the economic risk of an investment in the Notes for an indefinite period of time. Such Purchaser understands that any certificate representing the Notes that are issued to the Purchaser may bear, in the Borrower’s discretion, the following restrictive legend and will be restricted from transfer in accordance with such legend: (d) Such Purchaser (i) has been furnished with or has had access to all material books and records of the Borrower and each Subsidiary and all of their respective material contracts, agreements and documents and (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer has had an opportunity to a third party in a cash transaction pursuant to an exemption from the registration requirements ask questions of, and receive answers from, management and representatives of the Securities ActBorrower and its Subsidiaries and which representatives have made available to them such information regarding the Borrower and its Subsidiaries and their current respective businesses, operations, assets, finances, financial results, financial condition and prospects in order to make a fully informed decision to purchase and acquire the Notes. Such Purchaser has generally such knowledge and experience in business and financial matters, and with respect to investments in securities of privately held companies, as confirmed to enable it to understand and evaluate the risks of an investment in the Notes and form an opinion investment decision with respect thereto. Such Purchaser acknowledges that none of the Purchaser’s counsel acceptable Borrower or its Subsidiaries has given such Purchaser any investment advice, credit information or opinion as to whether the Companypurchase of the Notes is prudent. (ve) The foregoing, however, does not limit or modify the representations and warranties set forth in Article 6 of this Agreement or in any other Note Document or the right of such Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:to rely thereon.

Securities Laws. (i) The Purchaser represents Parties hereto intend for the issuances and warrants that it will acquire the Founder Warrants exchanges of securities contemplated hereby to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States and, accordingly, each agrees to take such further commercially reasonable actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request with regards to ensuring the availability of and maintaining such exemptions. The New CIVC Securities to be issued to the Cannus Securityholders who are outside the United States and who are not acting for the account or benefit of a person inside the United States will be issued in “offshore transactions” (as such term is defined in Regulation S under the U.S. Securities Act) in reliance on Rule 903 of Regulation S under the U.S. Securities Act. The New CIVC Securities to be issued to the Cannus Securityholders who (i) are in the United States, (ii) are U.S Persons, (iii) are acquiring the New CIVC Securities for the account or benefit of, U.S. Persons or persons in the United States, (iii) were offered the New CIVC Securities while in the United States or (iv) execute the approval for the exchange of their Cannus Securities while in the United States (each a “U.S. Purchaser”) will be issued in reliance on Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)(2) thereof and, in each case, in accordance with available exemptions from any applicable securities laws of any state of the United States. Each Cannus Securityholder who is a U.S. Purchaser and is receiving New CIVC Securities will be required to sign and deliver a certificate in the form attached hereto as Schedule D in order to make the necessary representations and warranties to confirm the availability of this exemption from registration under the U.S. Securities Act prior to receipt of, as confirmed in an opinion of applicable, the New CIVC Securities. Each Cannus Securityholder that does not sign and deliver such certificate will be deemed to be representing and warranting that such Cannus Securityholder is not a U.S. Purchaser’s counsel acceptable to the Company. (v) . The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (New CIVC Securities and any shares of Common Stock purchased New CIVC Shares issued upon the exercise of any Found WarrantNew CIVC Securities, as applicable, issued to a U.S. Purchaser in connection with the Amalgamation will be “restricted securities” within the meaning of Rule 144(a)(3) shall under the U.S. Securities Act and will bear a legend in substantially as the form that follows:: “THE SECURITIES REPRESENTED HEREBY [AND IN THE CASE OF OPTIONS AND WARRANTS: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULES 903 OR 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Securities Laws. (ia) The Purchaser represents Contributor has such knowledge and warrants that it will acquire the Founder Warrants experience in financial and business matters so as to be purchased by it hereunder (and any shares capable of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate evaluating the merits and risks of the its investment in the Founder WarrantsEquity Consideration Units and is capable of bearing the economic risk of such investment. The Purchaser Contributor is an “accredited investor” as that term is defined in Rule 501(a) 501 of Regulation DD (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Contributor is acquiring the Equity Consideration Units for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, as amendedor with any present intention of distributing or selling the Equity Consideration Units. The Contributor does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Equity Consideration Units. The Contributor acknowledges and understands that (i) the acquisition of the Equity Consideration Units has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants Contributor is acquiring the Equity Consideration Units in reliance on an exemption therefrom and (and any shares of Common Stock purchased ii) the Equity Consideration Units will, upon the exercise of any Found Warrant) will constitute such acquisition, be characterized as “restricted securities” under state and federal securities laws. The Contributor agrees that the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities Equity Consideration Units may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Actsold, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares transferred or offered for sale or otherwise disposed of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) Act or (iii) a transfer to a third party in a cash transaction pursuant to an available exemption from the registration requirements of the Securities Act, as confirmed and in an opinion of the Purchaser’s counsel acceptable to the Companycompliance with other applicable state and federal securities laws. (vb) The Purchaser hereby acknowledges Contributor has undertaken such investigation as it has deemed necessary to enable it to make an informed and agrees that each intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the certificates representing Equity Consideration Units. The Contributor has had an opportunity to ask questions and receive answers from the Founder Warrants (Partnership regarding the terms and any shares conditions of Common Stock purchased upon the exercise sale and transfer of any Found Warrant) shall bear a legend substantially as follows:the Equity Consideration Units and has had the opportunity to ask questions and receive answers from the Partnership concerning the Equity Consideration Units and the Partnership’s business and assets.

Securities Laws. (ia) SELLERS acknowledge that the TOG Stock has not been registered under the Securities Act, or under the securities law of any state, and that the issuance of the TOG Stock in connection with the Purchase Price is being made in reliance upon and in compliance with an exemption from registration provided by the Securities Act. (b) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common the TOG Stock purchased upon the exercise of any Found Warrant) are being issued for its SELLERS’ own account and for the purpose of investment and not with a view to or for resale in connection with any distribution or public offering of the resale TOG Stock within the meaning of the Securities Act and SELLERS have no agreement, understanding or distribution arrangement to sell, assign or transfer any portion of the TOG Stock to any part thereof and the Purchaser has no present intention of selling, granting any participation in, other person or otherwise distributing the sameentity. (iic) The Purchaser acknowledges that it can bear the economic risk SELLERS or their advisors have such knowledge and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, financial and business and tax matters as to enable it to evaluate that SELLERS are capable of evaluating the merits and risks of the investment in purchase of the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation DTOG Stock and expressly state and declare that under no circumstances they will have any action, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), claim or has consulted demand against TOG should TOG Stock result to have a “purchaser representative” as defined in Rule 501(h) of Regulation D lower value with respect to the Founder Warrants and the transactions contemplated by this AgreementTOG Initial Public Offering. (iiid) The Purchaser acknowledges All documents, records, and agrees that books pertaining to TOG and the Founder Warrants issuance of the TOG Stock in connection with the Purchase Price have been made and are available to SELLERS and representatives of SELLERS, and SELLERS have had an opportunity to ask questions of and receive answers from all persons related to TOG concerning TOG and the TOG Stock. (e) Neither TOG nor any person acting on its behalf has offered or sold the TOG Stock to SELLERS by, or used in connection with such offer or sale, any form of general solicitation or general advertising, including without limitation, any hand bills or any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (f) To the Knowledge of the two major shareholders among the SELLERS, no commission, discount, or remuneration (excluding any legal, accounting, and printing fees) has been paid or given directly or indirectly in connection with the offer or sale of the TOG Stock or for soliciting SELLERS to accept the TOG Stock. (g) SELLERS will not offer, sell, transfer, assign, exchange or otherwise dispose of any of the TOG Stock at any time unless the shares of Common the TOG Stock purchased upon the exercise of any Found Warrantare (i) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) registered under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, or (ii) a transfer complying offered, sold or otherwise disposed of in compliance with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, Act (as confirmed in evidenced by an opinion of the Purchaser’s counsel acceptable reasonably satisfactory to the CompanyTOG that such an exemption is available to SELLERS). (vh) The Purchaser hereby acknowledges SELLERS understand and agrees agree that each the certificates for the TOG Stock will bear a restrictive legend stating that transfer of the certificates representing TOG Stock is prohibited except in accordance with the Founder Warrants (provisions of this Agreement and that TOG is entitled to refuse to register any shares transfer of Common the TOG Stock purchased upon not made in accordance with the exercise provisions of any Found Warrant) shall bear a legend substantially as follows:this Agreement.

Securities Laws. Upon the Settlement Date, the Participant hereby makes the following certifications and representations with respect to the DSU Shares: (ia) The Purchaser Participant is aware that the Participant’s investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the DSU Shares for an indefinite period and to suffer a complete loss of the Participant’s investment in the DSU Shares. (b) The Participant represents and warrants to the Company that it the Participant is acquiring and will acquire hold the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) DSU Shares for its own investment for his or her account for the purpose of investment only, and not with a view to to, or for resale in connection with, any “distribution” of the resale DSU Shares within the meaning of the Securities Act or distribution the similar laws of any part thereof and the Purchaser has no present intention of selling, granting any participation in, state or otherwise distributing the sameforeign jurisdiction. (iic) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and Participant understands that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction DSU Shares have not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) been registered under the Securities Act, as presently the Exchange Act, or under the similar laws of any state or foreign jurisdiction (collectively, “Applicable Securities Laws”) by reason of a specific exemption therefrom and that the DSU Shares must be held indefinitely, unless they are subsequently registered under the Applicable Securities Laws or the Participant obtains an opinion of counsel (in effectform and substance satisfactory to the Company and its counsel) that registration is not required. (d) The Participant acknowledges that the Company is under no obligation to register the DSU Shares under Applicable Securities Laws. (e) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, and understands which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer is available, that the resale limitations imposed on occurs only after the Founder Warrants holding period required by Rule 144 has been satisfied, that the sale occurs through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period does not exceed specified limitations. The Participant understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (and any shares f) The Participant will not sell, transfer or otherwise dispose of Common Stock purchased upon the exercise DSU Shares in violation of any Found Warrant) thereby and by applicable provisions of the Plan, this Agreement, Applicable Securities Laws, or the rules promulgated thereunder, including Rule 144 under the Securities Act. (ivg) Without limiting The Participant acknowledges that he or she has received and had access to such information as the foregoing, no transfer Participant considers necessary or appropriate for deciding whether to invest in the DSU Shares and that the Participant had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Founder Warrants issuance of the DSU Shares. (h) The Participant acknowledges that the DSU Shares will be subject to certain encumbrances, including, but not limited to, drag along rights in favor of certain stockholders of the Company, repurchase rights in favor of the Company, limitations on transfer, and any shares other encumbrances set forth in the Plan, this Agreement, the Stockholders Agreement, other applicable agreements and/or described in the Company’s bylaws or certificate of Common Stock purchased upon incorporation in effect at such time as the Company or such other person elects to exercise of any Found Warrant) shall be made by the Purchaser except its or his right. (i) a transfer pursuant The Participant acknowledges that the Participant is acquiring the DSU Shares subject to an effective all other terms of the Plan, this Agreement and the Stockholders Agreement. (j) The Participant agrees that prior to the effectiveness of the first underwritten registration statement of the Company’s or its Affiliate’s equity securities under the Securities Act, (ii) a the Participant will not transfer complying with Rule 144 (as then in effect) any or (iii) a transfer to a third party in a cash transaction all of the DSU Shares unless pursuant to an exemption from exception provided in the registration requirements of Plan, this Agreement or the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the CompanyStockholders Agreement. (vk) The Purchaser hereby acknowledges Participant further agrees to make or enter into such other written representations, warranties and agrees that each of agreements as the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:Committee may reasonably request in order to comply with Applicable Securities Laws or with this Agreement.

Securities Laws. (ia) Assuming that the Contributors' representations and warranties contained in Section 3.25 are true as of the time of such offer, sale, issuance and delivery, the offer, sale, issuance and delivery of the New Equity to the Contributors pursuant to this Agreement and the issuance and delivery to the Contributors of (x) the Common Units upon conversion of the New Subordinated Units, (y) the issuance of Subordinated Units upon the conversion of the Deferred Participation Units and (z) the issuance of Common Units upon conversion of Subordinated Units received upon conversion of the Deferred Participation Units are (or with respect to the Common Units issuable upon the conversion of the New Subordinated Units, Subordinated Units issued upon the conversion of the Deferred Participation Units, or Common Units issued upon conversion of Subordinated Units received upon conversion of Deferred Participation Units, will be) exempt from the registration and prospectus delivery requirements of the Securities Act and are (or with respect to the Common Units issuable upon the conversion of the New Subordinated Units, Subordinated Units issued upon the conversion of the Deferred Participation Units, or Common Units issued upon conversion of Subordinated Units received upon conversion of Deferred Participation Units, will be) exempt from registration and qualification under the registration, permit or qualification requirements of all the blue sky and securities laws of any state having jurisdiction with respect thereto (except that the MLP may be required to prepare and file relevant forms in New York), and none of the Atlas Entities has taken or will take any action that would cause the loss of such exemption. (b) The Purchaser represents MLP is an accredited investor within the meaning of Rule 501(a) under the Securities Act and warrants that it will acquire the Founder Warrants Triton Interests to be purchased by contributed to it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) pursuant to this Agreement are being acquired for its own account for the purpose of investment and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. The General Partner and the MLP are aware that no Governmental Authority has made any finding or determination as to the resale fairness of an investment in the Triton Interests, nor any recommendation or distribution of any part thereof endorsement with respect thereto. The General Partner and the Purchaser MLP acknowledge that the contribution of the Triton Interests has no present intention of selling, granting any participation in, or otherwise distributing not been registered under the sameSecurities Act in reliance on an exemption therefrom. (iic) The Purchaser acknowledges that it can bear General Partner and the economic risk MLP have such knowledge and complete loss of its potential investment experience in the Founder Warrants financial and business matters so as to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate capable of evaluating the merits and risks of the MLP's investment in the Founder Warrants. Triton Interests and the MLP is capable of bearing the economic risks of such investment. (d) The Purchaser is an “accredited investor” as defined in Rule 501(a) General Partner and the MLP have had the opportunity to ask questions of Regulation D, as amended, under officers of Triton and the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D Contributors with respect to the Founder Warrants Triton and the transactions contemplated by Contributors, and have obtained such additional information as the General Partner and the MLP have desired regarding the business, financial condition and affairs of Triton; provided, however, that this Agreementrepresentation shall not obviate any breach of any of the representations or warranties of the Contributors herein. (iiie) The Purchaser acknowledges MLP's principal executive office is located in Philadelphia, Pennsylvania and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions offer of the Securities ActTriton Interests is made in that state. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants that it will acquire Notwithstanding anything in the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view Deposit Agreement or this Receipt to the resale contrary, the withdrawal or distribution delivery of any part thereof and Deposited Securities will not be suspended by the Purchaser has no present intention of selling, granting any participation in, Company or otherwise distributing the same. (iiDepositary except as would be permitted by Instruction LA(I) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation DGeneral Instructions to Form F-6 Registration Statement, as amendedamended from time to time, under the Securities Act of 1933. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ___________________________________________ whose taxpayer identification number is _____________________________________________ and whose address including postal Zip code is ___________________________________ , the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing _______________________________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: Name: ______________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED LEGEND TO BE INCLUDED ON FACE OF AMERICAN DEPOSITARY RECEIPTS SUBSCRIPTION RIGHTS: Offerings of rights to subscribe to additional Common Stock have been made under Japanese practice in substantial amounts, with a subscription price substantially below the current market price of the security. The Company has agreed in the Deposit Agreement that, except as stated in paragraph 12 of this Receipt, it will file a registration statement registering such rights offerings under the United States Securities Act of 1933, as amended (amended, for the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) purpose of Regulation D with respect making possible the distribution of rights by the Depositary to the Founder Warrants Holders of Receipts in the United States and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will rights by such Holders. Should such distribution not be acquired from possible, the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions Depositary intends to endeavor to dispose of the Securities Act. (iv) Without limiting rights for the foregoing, no transfer benefit of Holders of Receipts as provided in the Founder Warrants (and any shares Deposit Agreement. Any disposal of Common Stock purchased upon rights may substantially dilute the exercise equity of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements Holders of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:Receipts. WITHDRAWAL OF UNDERLYING STOCK: THE COMMON STOCK UNDERLYING THIS AMERICAN DEPOSITARY RECEIPT CAN ONLY BE WITHDRAWN FROM THE DEPOSITARY IN A UNIT OF 100 SHARES OR AN INTEGRAL MULTIPLE THEREOF. EXHIBIT B: FEE SCHEDULE

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and Buyer understands that the Purchaser has experience Shares are being offered and sold to it in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased reliance upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption specific exemptions from the registration requirements of United States federal and state securities laws and that Seller is relying upon the Securities Acttruth and accuracy of, as confirmed and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in an opinion order to determine the availability of such exemptions and the Purchaser’s counsel acceptable eligibility of Buyer to acquire the CompanyShares. (vb) The Purchaser hereby acknowledges and agrees that each Investor’s Rights Agreement will contain provisions restricting the transfer of the Shares. (c) In addition to the legends described in the Investor’s Rights Agreement, the certificates representing the Founder Warrants Shares will bear a restrictive legend in substantially the following form (and any shares a stop-transfer order may be placed against transfer of Common Stock purchased upon the exercise of any Found Warrantcertificates for such Shares): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. COLUMBIA LABORATORIES, INC. (THE “COMPANY”) shall bear a legend substantially as follows:SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Laws. (ia) The Purchaser represents Xxxxxx has such knowledge and warrants that it will acquire the Founder Warrants experience in financial and business matters so as to be purchased by it hereunder (and any shares capable of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate evaluating the merits and risks of the its investment in the Founder WarrantsTalco Interests and is capable of bearing the economic risk of such investment. The Purchaser Xxxxxx is an “accredited investor” as that term is defined in Rule 501(a) 501 of Regulation DD (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Xxxxxx is acquiring the Talco Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, as amendedor with any present intention of distributing or selling the Talco Interests. Xxxxxx does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Talco Interests. Xxxxxx acknowledges and understands that (i) neither the acquisition of the Talco Interests have been registered under the Securities Act of 1933and that Xxxxxx is acquiring the Talco Interests in reliance on an exemption therefrom and (ii) the Talco Interests will, upon such acquisition, be characterized as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under state and federal securities laws. Xxxxxx agrees that the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities Talco Interests may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Actsold, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares transferred or offered for sale or otherwise disposed of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) Act or (iii) a transfer to a third party in a cash transaction pursuant to an available exemption from the registration requirements of the Securities Act, as confirmed and in an opinion of the Purchaser’s counsel acceptable to the Companycompliance with other applicable state and federal securities laws. (vb) The Purchaser hereby acknowledges Xxxxxx has undertaken such investigation as it has deemed necessary to enable it to make an informed and agrees that each intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the certificates representing Talco Interests. Xxxxxx has had an opportunity to ask questions and receive answers from Azure regarding the Founder Warrants (terms and any shares conditions of Common Stock purchased upon the exercise sale and transfer of any Found Warrant) shall bear a legend substantially as follows:the Talco Interests and has had the opportunity to ask questions and receive answers from Azure concerning the Legacy Business and the Legacy Assets.

Securities Laws. Each Seller hereby represents, warrants and covenants with respect to itself that: (a) Without derogating from Section 4, such Seller is aware of Buyer’s business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Buyer Common Stock. Such Seller is acquiring the Buyer Common Stock for such Seller’s or own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act. (b) Such Seller is (i) The Purchaser an “accredited investor” within the meaning of Regulation D promulgated by the SEC pursuant to the Securities Act (a “Regulation D Investor”), and/or (ii) not a U.S. Person as defined in Regulation S promulgated under the Securities Act (a “Regulation S Investor”). If such Seller is a Regulation D Investor, such Seller also represents that: (a) such Seller can afford to bear the economic risk of holding the Buyer Common Stock for an indefinite period and can afford to suffer the complete loss of such Seller’s investment in the Buyer Common Stock; (b) such Seller’s knowledge and experience in financial and business matters is such that such Seller is capable of evaluating the risks of the investment in the Buyer Common Stock; and (c) only to the extent that such Seller is not an individual, it has not been organized for the purpose of acquiring the Buyer Common Stock, then all the equity owners of such Seller are Regulation D Investors. If such Seller is a Regulation S Investor, such Seller also represents that: (1) it is not a U.S. Person, (2) it was not organized under the laws of any United States jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act, (3) on the date hereof, the Regulation S Investor is outside the United States, (4) the Seller is not acquiring the Buyer Common Stock for the account or benefit of any U.S. Person, (5) it will not, during the one-year period (or six-month period if the Buyer is a “reporting issuer” as defined in Rule 902(i) of Regulation S for such period) starting on the date of such Seller’s acquisition and receipt of the Buyer Common Stock, offer or sell any of the Buyer Common Stock (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person other than in accordance with Regulation S or pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable Legal Requirements, (6) it will, after the expiration of such one-year period (or six-month period if the Buyer is a “reporting issuer” as defined in Rule 902(i) of Regulation S for such period), offer, sell, pledge or otherwise transfer the Buyer Common Stock (or create or maintain any derivative position equivalent thereto) only pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable Legal Requirements and (7) that the offer and issuance of the Buyer Common Stock to such Seller was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and such Seller is not acquiring the Buyer Common Stock for the account or benefit of any U.S. Person. Each Seller has confirmed on the signature page hereto whether such Seller is a Regulation D Investor and/or a Regulation S Investor, and such Seller represents and warrants that it will acquire the Founder Warrants information set forth in its respective signature page is true and correct. (c) Such Seller understands that the Buyer Common Stock has not been registered under the Securities Act and the shares of Buyer Common Stock are being issued in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein. Moreover, such Seller understands that Buyer is under no obligation to register the Buyer Common Stock with the SEC. (d) Such Seller understands that the Buyer Common Stock are “restricted securities” under the United States federal securities laws and may be resold without registration under the Securities Act only in very limited circumstances. In this regard, each Seller is aware of the provisions of Rule 144, promulgated under the Securities Act, which in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof (or from an Affiliate of such issuer), in a non public offering subject to the satisfaction of certain conditions. (e) Without derogating from Section 4, such Seller has received and reviewed information about Buyer and has had an opportunity to discuss Buyer’s business, management and financial affairs with its management. (f) Such Seller acknowledges that the Buyer Common Stock to be purchased acquired by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) such Seller pursuant to this Agreement will be acquired for its investment for such Seller’s own account for the purpose of investment account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of any part thereof the Securities Act, and the Purchaser such Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. (g) Such Seller acknowledges that at no time was such Seller presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Buyer Common Stock. (h) Such Seller acknowledges that such Seller is fully aware of: (i) the highly speculative nature of the Buyer Common Stock; (ii) The Purchaser acknowledges the financial hazards involved; (iii) the lack of liquidity of the Buyer Common Stock and restrictions on the Buyer Common Stock (which, for example, may prevent such Seller from being able to sell or dispose of the Buyer Common Stock or use the Buyer Common Stock as collateral for loans); (iv) the qualifications and backgrounds of the management of Buyer; and (v) the tax consequences of acquiring the Buyer Common Stock. (i) To the extent that a Seller is representing that it can bear the economic risk is a Regulation D Investor and complete loss not a Regulation S Investor for purposes of its potential investment in the Founder Warrants to be purchased by it hereunder Section 3.4(b), such Seller acknowledges that: such Seller (i) has such knowledge and that the Purchaser has experience in financial and business matters that such investment, financial, business and tax matters as to enable it to evaluate Seller is capable of evaluating the merits and risks of the investment in Share Exchange and the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) other transactions contemplated by this Agreement, including but not limited to the acquisition of Regulation D, as amended, shares of Buyer Common Stock under the Securities Act terms of 1933this Agreement, as amended (ii) has the “Securities Act”), or has consulted a “purchaser representative” as defined capacity to protect such Seller’s own interests in Rule 501(h) of Regulation D connection with respect to the Founder Warrants and the transactions contemplated by this Agreement. Agreement and the Ancillary Agreements, and (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares is financially capable of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in bearing a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions total loss of the Securities ActBuyer Common Stock. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants Prior to be purchased by it hereunder (and any transfer of any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and which are not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, registered under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act (other than a transfer pursuant to Rule 144 or any comparable rule under the Securities Act), the holder thereof will give written notice to the Company of such holder's intention to effect such transfer and to comply in all other respects with this Section 10. Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinion referred to below, and (ii) shall designate independent counsel for the holder giving such notice (which counsel shall be experienced in securities law matters and may be outside counsel for such holder). The holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall then apply: (i) If in the written opinion of such counsel addressed to the Company and reasonably satisfactory in form and substance to the Company, the proposed transfer complying may be effected without registration, such holder shall thereupon be entitled to transfer such security in accordance with Rule 144 (as then the terms of the notice delivered by such holder to the Company. Each certificate, if any, or other evidence of ownership issued upon or in effect) or (iii) a connection with such transfer to a third party shall bear the restrictive legend set forth in a cash transaction pursuant to an exemption from the registration requirements Article V of the Securities ActPurchase Agreements unless, as confirmed in an the opinion of the Purchaser’s counsel acceptable to the Company, such legend is no longer required to insure compliance with the Securities Act. (vii) If the condition set forth in clause (i) is not satisfied (unless waived in writing by the Company), such holder shall not be entitled to transfer such security (other than in a transfer pursuant to Rule 144 or any comparable rule under the Securities Act) until the conditions specified in clause (a) of this Section 10 shall be satisfied or until registration of such security under the Securities Act has become effective. The holder of the Stock will pay the reasonable fees and disbursements of its counsel in connection with all opinions rendered pursuant to this Section 10. (b) The Purchaser hereby acknowledges and agrees that each restrictions imposed by this Section 10 upon the transferability of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon shall cease and terminate as to any particular security (i) when such securities shall have been effectively registered under the exercise Securities Act and disposed of in accordance with the registration statement covering such securities, or (ii) when, in the written opinion of counsel for the Company or counsel to any Found Warrant) Stockholder reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company such restrictions are no longer required in order to assure compliance with the Securities Act. Whenever such restrictions shall bear a terminate as to any securities, the holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the legend substantially as follows:set forth in Article V of the Securities Purchase Agreements.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire Contributor acknowledges that, upon issuance, each certificate representing the Founder Warrants to be purchased by it hereunder (and any shares of New Common Stock purchased upon Units, the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof New Subordinated Units and the Purchaser has no present intention of sellingDeferred Participation Units shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, granting any participation inAS AMENDED, or otherwise distributing the sameOR ANY STATE SECURITIES LAWS ("ACTS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACTS OR PURSUANT TO A TRANSACTION FOR WHICH SUCH REGISTRATION IS NOT REQUIRED, AND THEN ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE MLP, AS AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM THE MLP AT ITS PRINCIPAL EXECUTIVE OFFICE. (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser Each Contributor is an “accredited investor” as defined in investor within the meaning of Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “"Securities Act”"), and, except as described herein, the New Common Units, the New Subordinated Units and the Deferred Participation Units to be issued to it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws; provided that the parties acknowledge that the Contributors may, in their discretion, distribute the New Common Units, the New Subordinated Units and the Deferred Participation Units to direct and/or indirect beneficial owners so long as such distribution is in compliance with applicable United States federal and state securities laws. Each Contributor is aware that no Governmental Authority has consulted a “purchaser representative” made any finding or determination as defined to the fairness of an investment in Rule 501(hthe New Common Units, the New Subordinated Units and the Deferred Participation Units, nor any recommendation or endorsement with respect thereto. Each Contributor acknowledges that the issuance of the New Common Units, the Subordinated Units and the Deferred Participation Units has not been registered under the Securities Act in reliance on an exemption therefrom. (c) Each Contributor has such knowledge and experience in financial and business matters so as to be capable of Regulation D evaluating the merits and risks of its investment in the new Common Units, the New Subordinated Units and the Deferred Participation Units, and is capable of bearing the economic risks of such investment. (d) Each Contributor (i) has had the opportunity to ask questions of officers of the General Partner with respect to the Founder Warrants Atlas Entities, and (ii) has received copies of the transactions contemplated by this AgreementMLP's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, and all Current Reports on Form 8-K filed after December 31, 2000. (iiie) The Purchaser acknowledges Each Contributor's principal executive office is located in New York, New York and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions offer of the Securities ActNew Common Units, the New Subordinated Units and the Deferred Participation Units is made in that state. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents Azure has such knowledge and warrants that it will acquire the Founder Warrants experience in financial and business matters so as to be purchased by it hereunder (and any shares capable of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate evaluating the merits and risks of the its investment in the Founder WarrantsContribution Interests and the Marlin GP Interests and is capable of bearing the economic risk of such investment. The Purchaser Azure is an “accredited investor” as that term is defined in Rule 501(a) 501 of Regulation DD (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Azure is acquiring the Contribution Interests and the Marlin GP Interests for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, as amendedor with any present intention of distributing or selling the Contribution Interests and the Marlin GP Interests. Azure does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Contribution Interests and the Marlin GP Interests. Azure acknowledges and understands that (i) neither the acquisition of the Contribution Interests nor the Marlin GP Interests have been registered under the Securities Act of 1933, as amended (and that Azure is acquiring the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants Contribution Interests and the transactions contemplated by this Agreement. Marlin GP Interests in reliance on an exemption therefrom and (iiiii) The Purchaser acknowledges the Contribution Interests and agrees that the Founder Warrants (and any shares of Common Stock purchased Marlin GP Interests will, upon the exercise of any Found Warrant) will constitute such acquisition, be characterized as “restricted securities” under state and federal securities laws. Azure agrees that neither the Securities Act inasmuch as they are or will be acquired from Contribution Interests nor the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities Marlin GP Interests may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Actsold, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares transferred or offered for sale or otherwise disposed of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) Act or (iii) a transfer to a third party in a cash transaction pursuant to an available exemption from the registration requirements of the Securities Act, as confirmed and in an opinion of the Purchaser’s counsel acceptable to the Companycompliance with other applicable state and federal securities laws. (vb) The Purchaser hereby acknowledges Azure has undertaken such investigation as it has deemed necessary to enable it to make an informed and agrees that each intelligent decision with respect to the execution, delivery and performance of this Agreement and the acquisition of the certificates representing Contribution Interests and the Founder Warrants (Marlin GP Interests. Azure has had an opportunity to ask questions and any shares receive answers from the NMD Parties regarding the terms and conditions of Common Stock purchased upon the exercise sale and transfer of any Found Warrant) shall bear a legend substantially as follows:the Contribution Interests and the Marlin GP Interests and has had the opportunity to ask questions and receive answers from Xxxxxx concerning the business, properties, prospects and financial condition of Xxxxxx.

Securities Laws. (ia) The Purchaser represents No securities of the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as the Notes, the Guarantees or the Royalty Rights have been issued and warrants that it will acquire sold by any Obligor within the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view six-month period immediately prior to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samedate hereof. (iib) The Purchaser acknowledges that it can bear Assuming the economic risk accuracy of the representations and complete loss warranties of its potential investment the Purchasers in each of the Purchase Agreements and assuming the accuracy of the statements in the Founder Warrants certificate to be purchased delivered by it hereunder and that the Purchaser has experience in Placement Agent pursuant to Section 6.5, neither such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” Obligor nor any affiliate (as defined in Rule 501(a144 under the Securities Act) of Regulation Dsuch Obligor has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as amendeddefined in the Securities Act) that is or will be integrated with the sale of the Notes, the Guarantees or the Royalty Rights in a manner that would require the registration under the Securities Act of 1933the Notes, the Guarantees or the Royalty Rights, (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Notes, the Guarantees or the Royalty Rights (as amended (those terms are used in Regulation D under the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, including publication or release of articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) engaged in any directed selling efforts within the meaning of Rule 902(c) of Regulation S. (c) Assuming the accuracy of the representations and thatwarranties of the Purchasers in each of the Purchase Agreements and assuming the accuracy of the statements in the certificate to be delivered by the Placement Agent pursuant to Section 6.5, (i) the Indenture is not required to be qualified under applicable laws the U.S. Trust Indenture Act of 1939, as amended, and applicable regulations, such securities may be resold without (ii) no registration under the Securities Act only of the Notes, the Guarantees or the Royalty Rights is required in certain limited circumstances. Each Subscriber is familiar connection with Rule 144 promulgated the sale thereof to the Purchasers (or, in the case of the Royalty Rights, any of their Affiliates) as contemplated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActTransaction Documents. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. The Buyer understands that if the Prospectus is not delivered to the Buyer and the sale and purchase of Covered Securities hereunder is not effected pursuant to the Registration Statement (i) The Purchaser represents an “Unregistered Sale”), the purchase and warrants that it sale of Covered Securities pursuant to this Agreement will acquire not be registered under the Founder Warrants to be purchased by it hereunder (and Securities Act, or any shares of Common Stock purchased upon the exercise securities act of any Found Warrant) for its own account state or other jurisdiction, in reliance on registration exemptions under such statutes. In such event, the Covered Securities will be acquired solely for the purpose of investment Buyer’s own account, for investment, and not with a view to the resale any distribution or distribution other disposition of such Covered Securities or any part thereof and the Purchaser has no present intention of selling, granting any participation inthereof, or interest therein, except in accordance with the Securities Act. In such event, the Buyer will not sell or otherwise distributing transfer the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment Covered Securities except in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under accordance with the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under all other applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectlaws, and understands the resale limitations imposed on the Founder Warrants prior to any transfer (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer other than pursuant to an effective registration statement under the Securities ActAct or otherwise in compliance with applicable law) the Buyer will furnish to the Company a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that registration under the Securities Act is not required or that all requisite action has been taken under all applicable securities laws in connection with the proposed transfer. In the event of an Unregistered Sale, (ii) a the Buyer acknowledges its understanding that the Covered Securities will bear an appropriate legend with respect to the foregoing matters until the Company’s counsel reasonably determines that the legend is no longer advisable. The Buyer also acknowledges that, in such event, appropriate stop transfer complying orders will be noted on the Company’s records with Rule 144 (respect to the Covered Securities. Buyer is an “accredited investor” as then that term is defined in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of Regulation D under the Securities Act. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing the Covered Securities, as confirmed is able to bear the economic risk of such investment, including a complete loss thereof, and understands that there are substantial risks involved in an opinion of acquiring the Purchaser’s counsel acceptable to the CompanyCovered Securities. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Notes and the Ordinary Shares issuable upon conversion thereof are being or will be acquired by each Initial Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment account, not as a nominee or agent, and not with a the view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation into, or otherwise distributing the samefor resale in connection with, any distribution thereof in any transaction which would be in violation of state or federal securities laws. (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Each Initial Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iiic) The Each Initial Purchaser acknowledges understands that (i) the Notes and agrees that the Founder Warrants (and any shares of Common Stock purchased Ordinary Shares issuable upon the exercise of any Found Warrant) will conversion thereof constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from Act, (ii) the Company in a transaction offer and sale of the Notes hereunder is not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration registered under the Securities Act only or under any “blue sky” laws in reliance upon certain limited circumstances. Each Subscriber exemptions from such registration and that the Issuer is familiar with Rule 144 promulgated relying on the representations made herein by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently each Initial Purchaser in effectits determination of whether such specific exemptions are available, and understands (iii) the resale limitations imposed on Notes and the Founder Warrants (and any shares of Common Stock purchased Ordinary Shares issuable upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoingconversion thereof, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall may not be made by the Purchaser transferred except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to under an exemption from the such registration requirements of available under the Securities Act, as confirmed Act and under applicable “blue sky” laws or in a transaction exempt from such registration. Each Initial Purchaser is prepared and is able to bear the economic risk of an opinion investment in the Notes and the Ordinary Shares for an indefinite period of time. Each Initial Purchaser understands that any certificate representing the Purchaser’s counsel acceptable Notes and the Ordinary Shares that are issued to the Company. (v) The Initial Purchaser hereby acknowledges and agrees that each of upon conversion thereof may bear, in the certificates representing Issuer’s discretion, the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as followsfollowing restrictive legend:

Securities Laws. (ia) The Purchaser Vendor represents and warrants that it will acquire is experienced in evaluating and investing in securities of companies in a similar stage of development and industry as the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof Purchaser and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser Vendor acknowledges that it can bear the economic risk of such investment for an indefinite period of time, and complete loss of its potential investment has such knowledge and experience in the Founder Warrants to be purchased by it hereunder financial and business matters that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate Vendor is capable of evaluating the merits and risks of the investment in Shares acquired by it pursuant to the Founder Warrantsterms of this Agreement. The Vendor also represents that it has not been organized for the purposes of acquiring the Shares. (b) The Vendor represents that it has received all the information such party considers necessary or appropriate for deciding whether to acquire the Shares. The Vendor represents that it has had an opportunity to ask questions and receive answers from the Purchaser is an “accredited investor” as defined in Rule 501(aregarding the acquisition of the Shares and the business, properties, prospects, and financial condition of the Purchaser and to obtain additional information (to the extent the Purchaser possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of Regulation D, as amended, any information furnished to the Vendor or to which the Vendor has had access. (c) The Vendor hereby acknowledges that the Shares have not been registered under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”)") and may not be offered or sold within the United States of to, or has consulted a “purchaser representative” for the account or benefit of U.S. Persons (as such term is defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) S under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except except: (i) a transfer pursuant to an effective registration statement under the Securities Act, ; or (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from form the registration requirements of the Securities Act and any applicable state securities laws. The Vendor hereby acknowledges that the Shares will be "restricted securities" (as defined in Rule 144a(3) under the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable ) and will be subject to restrictions on resale and any certificates or evidence therefore will contain a restrictive legend. The Vendor hereby consents to the CompanyPurchaser making a notation on its records or giving instructions to any transfer agent for the Shares, including stop transfer orders to implement the foregoing restrictions on transfer. (vd) The Vendor is acquiring its portion of the Shares as principal and is an "accredited investor" as defined in both Rule 501(a) of Regulation D promulgated under the Securities Act and National Instrument 45-106. (e) The Vendor is not acquiring the Shares as a result of "general solicitation" or "general advertising" (as such terms are used in Rule 502 of Regulation D promulgated under the Securities Act) and the Vendor is a resident of the United States. (f) The Vendor: (i) has knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the transactions contemplated by this Agreement; and (ii) is able to bear the risk of an entire loss of its investment in the Shares. (g) The Vendor has access to publicly available information regarding the Purchaser hereby acknowledges and such other information that it and its advisers deemed necessary to make its decision to acquire the Shares and to enter into the transactions contemplated by this Agreement. (h) The Vendor agrees that each of any certificates evidencing the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall Shares to be acquired by it pursuant to this Agreement will bear a legend substantially in the form set forth below and containing such other information as follows:the Purchaser may deem necessary or appropriate: THE SECURITY REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, DISTRIBUTED, EXCHANGED, PLEDGED, ENCUMBERED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION, EXCHANGE, PLEDGE, ENCUMBRANCE, APPOINTMENT OR OTHER DISPOSITION OF ANY OF THOSE SHARES. THE SECURITY REPRESENTED HEREBY HAS BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE U.S. SECURITIES ACT OF 1933 AND OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE U.S. SECURITIES ACT OF 1933 AND ANY OTHER APPLICABLE SECURITIES LAWS (OR IN A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION PROVISIONS) OR IN ACCORDANCE WITH APPLICABLE EXEMPTIONS THEREFROM. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ISSUE DATE]. (i) The Vendor acknowledges that: no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; there is no government or other insurance covering the Shares; there are risks associated with the Shares; there are restrictions on the Vendor’s ability to resell the Shares and it is the responsibility of the Vendor to find out what those restrictions are and to comply with them before selling the Shares; an investment in the Shares is not liquid and is transferable under limited conditions. The Vendor acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption therefrom is available; and the Vendor is hereby advised that the Purchaser is relying on an exemption from the requirements to issue securities through a person or company registered to sell securities under Applicable Laws and, as a consequence of acquiring securities pursuant to this exemptions, certain protections, rights and remedies provided by Applicable Laws, including statutory rights of rescission or damages, will not be available to the Vendor other than as set forth in this Agreement. The foregoing Section 3.2.10, however, does not limit or modify in any way the representations and warranties of the Purchaser contained in this Agreement, or any of the rights of the Vendor provided for under this Agreement or any other rights it may have under Applicable Law.

Securities Laws. The Investor (ion his behalf and on behalf of any nominee or designee of the Investor who receives any of the Securities) The Purchaser hereby represents and warrants to and covenants with Amen that: (a) Investor has adequate means of providing for his current needs and possible contingencies, and has no need now, and anticipates no need in the foreseeable future, to sell the Securities. Investor is able to bear the economic risks of this investment, and consequently, without limiting the generality of the foregoing, Investor is able to hold the Securities for an indefinite period of time and has sufficient net worth to sustain a loss of the entire investment in the Securities in the event such loss should occur. (b) Investor recognizes that it will acquire its investment in the Founder Warrants Securities involves a high degree of risk which may result in the loss of the total amount of the investment. Investor acknowledges that he is aware of and has carefully considered all risks incident to be purchased by it hereunder the purchase of the Securities, including without limitation those set forth in the SEC filings and those discussed in Schedule 4.3(b). (and any shares of Common Stock purchased upon c) Investor is acquiring the exercise of any Found WarrantSecurities for his own account (as principal) for its own account for the purpose of investment and not with a view to the distribution or resale thereof. Investor has not offered or distribution sold any portion of any part thereof the Securities and the Purchaser has no present intention of selling, granting any participation in, dividing the Securities with others or of reselling or otherwise distributing disposing of any portion of the sameSecurities. (d) INVESTOR IS AWARE THAT HE MUST BEAR THE ECONOMIC RISK OF HIS INVESTMENT IN THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE, AND THEREFORE CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION IS AVAILABLE AND, FURTHER, THAT ONLY AMEN CAN TAKE ACTION TO REGISTER THE SECURITIES, AND AMEN IS UNDER NO OBLIGATION TO DO SO. INVESTOR ALSO RECOGNIZES THAT NO FEDERAL OR STATE AGENCY HAS PASSED UPON THE SECURITIES OR MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF AN INVESTMENT IN THE SECURITIES. (e) Investor has reviewed, understands and agrees to the terms of the Series D Preferred Stock and Warrants as set forth in the Certificate of Designations and form of Warrant Certificate, respectively. (f) Investor (i) acknowledges receipt of sufficient information from Amen concerning the business of Amen and its Subsidiaries in order for Investor to make a fully informed investment decision, (ii) The Purchaser has had the opportunity to review and obtain copies of any information which Amen possesses and is desired by Investor relating to the Securities and Amen and its Subsidiaries (including without limitation copies of the SEC Filings), and (iii) has been given the opportunity to meet with officials of Amen and to have said officials answer any questions regarding the terms and conditions of this particular investment, and all such questions have been answered to Investor's full satisfaction. While Amen has attempted to provide information that is as accurate as possible, Investor acknowledges and agrees that it can bear Amen and its representatives cannot and do not make any assurances, representations or warranties with respect to any such information, except for the economic risk and complete loss of its potential investment representations expressly set forth herein concerning information included in the Founder Warrants to be purchased SEC Filings. All information described in this Section 4.3(f), including without limitation the information included in the SEC Filings, is qualified in all respects by it hereunder the Risk Factors discussed in Schedule 4.3(b). The Investor has sufficient knowledge and that the Purchaser has experience in such investment, financial, financial and business and tax matters as to enable it him to evaluate the merits and risks of the an investment in the Founder WarrantsSecurities. The Purchaser In addition, in reaching the conclusion that he desires to acquire the Securities, Investor has carefully evaluated his financial resources and investments, has consulted with such legal, accounting and other experts as necessary or appropriate, and acknowledges and represents that Investor is able to bear the economic risks of this investment. Investor acknowledges and understands that none of the information provided or made available by or on behalf of Amen constitutes any legal, tax or investment advice. (g) Investor is an “"accredited investor” " as such term is defined in Rule 501(a) of Regulation D, as amended, 501 under the Securities Act Act. Investor will provide to Amen such information as may be reasonably requested by Amen to enable it to satisfy itself as to such status and the knowledge and experience of 1933Investor and his ability to bear the economic risk of an investment in the Shares. If specified on an Investor's Signature Page, as amended such Investor is a current stockholder of Amen. (h) All representations and warranties made by Investor in this Agreement and all other oral or written information provided by Investor to Amen is and are true, correct and complete in all material respects, and, if there should be any material change in such information prior to the “Securities Act”)acceptance of this Agreement, Investor will immediately furnish such revised or has consulted a “purchaser representative” as defined in Rule 501(hcorrected information to Amen. (i) The address and social security number or federal tax identification number set forth on the Investor's Signature Page are his true and correct state (or other jurisdiction) of Regulation D with respect residence and social security number or federal tax identification number. Investor has no present intention of becoming a resident of any other state or jurisdiction. Investor is not subject to backup withholding and will provide such forms and documents as may be required by Amen to evidence his exemption from backup or other withholding taxes and hereby consents to withholding of any applicable taxes from his distributions from Amen. (j) Investor acknowledges and understands that certain of the information that he has received regarding Amen and its Subsidiaries may be material, non-public information, and that Investor will not be able to trade in the Common Stock while in possession of such information until that information has been properly disseminated to the Founder Warrants public or becomes immaterial to Amen and its Subsidiaries. (k) Investor acknowledges and agrees that if Investor is more than one person, the obligations of the Investor are and shall be joint and several, and the transactions contemplated representations and warranties herein contained are and shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors or assigns; that if the Investor is acquiring the Securities in a fiduciary capacity, the representations, warranties and agreements contained herein shall be deemed to have been made on behalf of the person or persons for whom the Investor is so purchasing; and that the representations and warranties of the Investor as set forth herein shall continue in effect following the consummation of the Transactions pursuant to this Agreement. In the event that execution hereof by Investor is performed by any person as agent for or other representative of the Investor, such person represents that he is duly authorized and empowered to sign and deliver this document on behalf of the Investor in the capacity stated and that the Investor will be bound by this Agreement. (iiil) The Purchaser Investor acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and he understands the resale limitations imposed on the Founder Warrants (meaning and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions legal consequences of the Securities Actrepresentations, warranties and covenants set forth in this Section 4.3 and that Amen has relied and will rely upon such representations, warranties, covenants and certifications, AND INVESTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS AMEN, ITS SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, CONTROLLING PERSONS, PARTNERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR LIABILITY, JOINT OR SEVERAL, AND ANY ACTION IN RESPECT THEREOF, TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT DUE TO OR ARISING OUT OF A BREACH OF ANY OF INVESTOR'S REPRESENTATIONS, WARRANTIES OR COVENANTS. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser By acceptance of this Warrant, the Holder hereby represents and warrants to the Company that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) this Warrant is being acquired for its own account investment for the purpose of investment Holder's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof thereof, and that the Purchaser Holder has no present intention of selling, granting any participation in, or otherwise distributing this Warrant or the same. (ii) The Purchaser acknowledges that it can bear Common Stock issuable upon exercise of this Warrant. By acceptance of this Warrant, the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and Holder further represents that the Purchaser has experience in Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such investmentperson or to any third person, financial, business and tax matters as with respect to enable it to evaluate this Warrant or the merits and risks Common Stock issuable upon exercise of the investment in the Founder Warrantsthis Warrant. The Purchaser Holder is an “"accredited investor” " as the term is defined in Rule 501(a) of Regulation D, as amended, D promulgated under the Securities Act and has sufficient knowledge and experience in finance and business that it is capable of 1933, as amended (evaluating the “Securities Act”), or has consulted a “purchaser representative” as defined risks and merits of its investment in Rule 501(h) of Regulation D with respect the shares subject to the Founder Warrants this Warrant and the transactions contemplated by this Agreement. (iii) Holder is able financially to bear the risks thereof. The Purchaser acknowledges and agrees Holder understands that the Founder Warrants (sale and any shares issuance of this Warrant and the Common Stock purchased issuable upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction this Warrant have not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) been registered under the Securities Act, as presently in effect, and understands by reason of a specific exemption from the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable registration provisions of the Securities Act. (iv) Without limiting Act which depends upon, among other things, the foregoing, no transfer bona fide nature of the Founder Warrants (investment intent and any shares the accuracy of the Holder's representations as expressed herein. The Holder further recognizes and acknowledges that because the sale and issuance of this Warrant and the Common Stock purchased issuable upon the exercise of any Found Warrant) shall this Warrant are unregistered, they may not be made by eligible for resale, and may only be resold in the Purchaser except (i) a transfer future pursuant to an effective registration statement under the Securities ActAct and any applicable state securities laws, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer pursuant to a third party in a cash transaction pursuant to an valid exemption from the such registration requirements and that the Holder must, therefore, bear the economic risk of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companysuch investment indefinitely. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased Pledgor recognizes that, by it hereunder (and any shares reason of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment certain prohibitions contained in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D Lender may be compelled, with respect to any sale of all or any part of the Founder Warrants Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the transactions contemplated distribution or resale thereof (the “Securities Limitation”). Pledgor acknowledges that any such sales may be at prices and on terms, in each case, less favorable to Lender than those obtainable through a sale without the Securities Limitation and that Lender shall have no obligation to delay any sale of the Collateral for the period of time necessary to permit the issuer thereof to register it for public sale. Pursuant to Section 9-603 of the UCC, Pledgor agrees that the applicability of the Securities Limitation in respect of any foreclosure sale of the Collateral shall not cause such sale to not be commercially reasonable; provided, that for the avoidance of doubt, Lender acknowledges that none of Pledgor, any other Mezzanine Borrower or Guarantor shall have any liability to Lender in connection with any foreclosure by this AgreementLender in violation of any such agreement between Lender and Senior Lender. (iiib) The Purchaser acknowledges and agrees Pledgor is aware that Section 9-610(c) of the Founder Warrants (and any shares of Common Stock purchased upon UCC may restrict Lender’s ability to purchase the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in Collateral at a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstancesprivate sale. Each Subscriber Pledgor is familiar with Rule 144 promulgated by the U.S. also aware that Securities and Exchange Commission (the “SEC”) staff personnel have, over a period of years, issued various No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Pledgor is also aware that Lender may wish to purchase the Pledged Equity or any portion thereof that is sold at a foreclosure sale, and Pledgor believes and agrees that such purchases would be appropriate in circumstances in which such interests are sold in substantial conformity with the principles set forth in such No-Action Letters. Section 9-603 of the UCC permits Pledgor to agree on the standards for determining whether Lender has complied with its obligations under Section 9-610 of the UCC. Pursuant to Section 9-603 of the UCC, Pledgor specifically agrees that a foreclosure sale conducted in substantial conformity with the principles set forth in such No-Action Letters (a) shall be considered to be a “public disposition” for purposes of Section 9-610(c) of the UCC; (b) will be considered commercially reasonable notwithstanding that Lender has not registered or sought to register the interests under the Securities Act, as presently in effecteven if Pledgor or the Property Owner agree to pay, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions or reimburse Lender for, all costs of the Securities Act. registration process; and (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrantc) shall be made by the Purchaser except (i) considered to be commercially reasonable, notwithstanding that Lender purchases such interests at such a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companysale. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents Contributors acknowledge that upon issuance each certificate representing the Newly-Issued Units shall bear a legend in substantially the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS ("ACTS"). THE UNITS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITS UNDER THE ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED AND THEN ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5.10 OF THE CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 30, 1999, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICE. (b) Each of the Contributors is an accredited investor within the meaning of Rule 501(a) under the Securities Act and warrants that it will acquire the Founder Warrants Newly-Issued Units to be purchased by issued to it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) pursuant to this Agreement are being acquired for its own account for the purpose of investment and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. The Contributors are aware that no federal or state Governmental Authority has made any finding or determination as to the resale fairness of an investment in the Newly-Issued Units, nor any recommendation or distribution endorsement with respect thereto. The Contributors acknowledge that the issuance of any part thereof and the Purchaser Newly-Issued Units has no present intention of selling, granting any participation in, or otherwise distributing not been registered under the sameSecurities Act in reliance on an exemption therefrom. (iic) The Purchaser acknowledges that it can bear Each of the economic risk Contributors has such knowledge and complete loss of its potential investment experience in the Founder Warrants financial and business matters so as to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate capable of evaluating the merits and risks of the its investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants Newly-Issued Units and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing Contributors is capable of bearing the Founder Warrants (and any shares economic risks of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:such investment.

Securities Laws. (ia) The Purchaser represents and warrants Each Grantor recognizes that it will acquire the Founder Warrants Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, may be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise unable to effect a public sale of any Found Warrant) Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for its their own account for the purpose of investment and not with a view to the distribution or resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrantsthereof. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Term Agent acting in the Founder Warrants (and any shares of Common Stock purchased upon the exercise above-referenced capacities shall be under no obligation to delay a sale of any Found Warrant) will constitute “restricted securities” under Pledged Collateral for the Securities Act inasmuch as they are or will be acquired from period of time necessary to permit the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, issuer thereof to register such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) for public sale under the Securities Act, as presently in effector under applicable state securities laws, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Acteven if such issuer would agree to do so. (ivb) Without limiting During the foregoingcontinuance of an Event of Default, no transfer each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably requested of it to make such sale or sales of all or any portion of the Founder Warrants (Pledged Collateral pursuant to this Error! Reference source not found. valid and any shares binding and in compliance with all other applicable Requirements of Common Stock purchased upon the exercise Law. Each Grantor further agrees that a breach of any Found Warrant) covenant contained in this Section 5.5 will cause irreparable injury to the Collateral Agents, the Term Facility Secured Parties and the Secured Parties, that the Collateral Agents, the Term Facility Secured Parties and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Error! Reference source not found. shall be made by the Purchaser specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except (i) for a transfer pursuant to an effective registration statement defense that no Event of Default has occurred under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) Loan Agreement or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the CompanyTerm Loan Agreement. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants that it to and covenants with the Corporation as follows: (a) The Stock will acquire be acquired by the Founder Warrants to be purchased by it hereunder (Purchaser with the Purchaser’s own funds for investment purposes and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment Purchaser’s own account, not as a nominee or agent for any other person, firm or corporation, and not with a view to the resale sale or distribution of all or any part thereof thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing distributing, any or all of the sameStock. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person, firm or corporation to sell, transfer or grant any participation to any person, firm or corporation with respect to any or all of the Stock. (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and understands that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, Stock will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the Stock is being issued and sold to the Purchaser based upon an exemption from registration predicated in part on the accuracy and completeness of the Purchaser’s representations and warranties appearing herein. The Purchaser agrees to hold the Corporation and its directors, officers, employees, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of, (i) any misrepresentation, omission or untrue statement of a material fact made by the Purchaser contained in this Agreement or (ii) any sale or distribution by the Purchaser in violation of the Act or any applicable state securities or “blue sky” laws. (c) The Purchaser hereby acknowledges that the issuance of the Stock has consulted a “purchaser representative” as defined not been reviewed by the United States Securities and Exchange Commission (the "SEC" or the "Commission") or any state regulatory authority, since the issuance is intended to be exempt from the registration requirements of Section 5 of the Act pursuant to Regulation D promulgated under the Act. The Purchaser agrees that in Rule 501(hno event will the Purchaser sell, transfer, assign or pledge all or any part of the Stock or any interest therein, unless and until (i) the Purchaser shall have furnished the Corporation with an opinion of counsel satisfactory in form and content to the Corporation to the effect that (A) such disposition will not require registration of the Stock under the Securities Act or compliance with applicable state securities laws, or (B) appropriate action necessary for compliance with the Securities Act and applicable state securities laws has been taken, or the Corporation shall have waived, expressly and in writing, its right under clause (i) of Regulation D this subsection, (ii) the proposed transferee of the Stock shall have provided the Corporation with respect a written agreement or undertaking by which such transferee agrees to be bound by all terms, conditions and limitations of this Agreement applicable to such transferee’s transferor as if such transferee were a party hereto. The requirement of subparagraph (ii) shall not apply to any transfer (A) pursuant to an offering registered under the Securities Act, (B) pursuant to Rule 144 under the Securities Act or (C) effected in a market transaction otherwise exempt from registration under the Securities Act. Notwithstanding the foregoing (i) above, Purchaser can transfer to a family member, to a trust for benefit of a family member or to a limited partnership or corporation the beneficial owners of which are all family members. (d) The Purchaser recognizes that the purchase of the Stock involves a high degree of risk including, but not limited to, the following: (i) the Corporation is a development stage business with limited operating history and requires substantial funds in addition to the Founder Warrants proceeds of this investment; (ii) an investment in the Corporation is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Corporation and the Stock; (iii) the Purchaser may not be able to liquidate his investment; (iv) transferability of the Stock is extremely limited; (v) in the event of a disposition, the Purchaser could sustain the loss of his entire investment and (vi) the Corporation has not paid any dividends since inception and does not anticipate the payment of dividends in the foreseeable future. (e) The Purchaser is able to fend for itself in connection with the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Corporation, as the ability to bear the economic risks of its investment for an indefinite period of time and can afford a complete loss of its investment, has had the opportunity prior to the Purchaser’s purchase of the Stock to ask questions of and receive answers from representatives of the Corporation concerning the finances, operations and business of the Corporation. The Purchaser is not relying upon any statement, promise or assurance of any investor in the Corporation (or any representative of any such investor) in arriving at the Purchaser’s decision to purchase the Stock, and has not otherwise been induced to purchase the Stock by any such investor (or any representative of any such investor), and the Purchaser has decided to purchase the Stock based upon the Purchaser’s own analysis of the merits and risks of investing in the Corporation without the intervention or assistance of any other person, firm or corporation (or any representative of the foregoing). The Purchaser hereby represents that the Purchaser has been furnished by the Corporation during the course of this investment with all information regarding the Corporation which the Purchaser has requested or desired to know, has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Corporation concerning the terms and conditions of the investment and has received any additional information which the Purchaser has requested. The Purchaser represents that the Stock was not offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Purchaser did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. (iiif) The Purchaser understands that there is no public market for the Stock and that no market may develop for any such securities. The Purchaser understands that even if a public market develops for the Stock, restrictions on sale contained in this Agreement and under the Act still may prohibit resale. The Purchaser understands and hereby acknowledges and agrees that the Founder Warrants Corporation is under no obligation to register any of the Stock other than as contained in paragraph 6. Except as otherwise provided in this Agreement, the Purchaser understands and acknowledges that (and any shares of Common i) the Purchaser will not be permitted to sell, transfer, assign or pledge the Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” until it is registered under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration and prospectus delivery requirements of the Securities ActAct is available to the Purchaser, and that there is no assurance that such an exemption from registration will ever be available or that the Purchaser will ever be able to sell any of the Stock, (ii) the share certificate(s) representing the Stock will be stamped with the legends specified in paragraph 3(g) hereof and (iii) the Corporation will make a notation in its records of the aforementioned restriction and transfer legends and that, in order to ensure compliance with the restrictions referred to herein, the Corporation may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Corporation transfers its own securities, it may make appropriate notations to the same effect in its own records. (g) All certificates representing the Stock and, until such time as confirmed the Stock is sold in an offering which is registered under the Securities Act or the Corporation shall have received an opinion of the Purchaser’s counsel acceptable satisfactory in form and content to the CompanyCorporation that such registration is not required in connection with a resale (or subsequent resale) of the Stock, all certificates issued in transfer thereof or substitution therefor, shall, where applicable, have endorsed thereon the following (or substantially equivalent) legends: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF (A “TRANSFER”) UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF THIS AGREEMENT . THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS A MENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. ACCORDINGLY, NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE AGREEMENT AND (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AMENDMENT THERETO UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. (vii) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT IN FAVOR OF THE COMPANY AS OUTLINED IN THE STOCK PURCHASE AGREEMENT.

Securities Laws. (i) The Purchaser represents You acknowledge that you are acquiring this Option, and warrants that it will acquire the Founder Warrants right to be purchased by it hereunder (and any purchase the shares of Common Stock purchased upon the exercise of any Found Warrant) subject to this Option, for its own account for the purpose of investment purposes only and not with a view toward resale or other distribution thereof to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment public which would be in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks violation of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D . You agree and acknowledge with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction that have not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) been registered under the Securities Act, that: (i) you will not sell or otherwise dispose of such shares of Stock, except as presently permitted pursuant to a registration statement declared effective under the Securities Act and qualified under any applicable state securities laws, or in effecta transaction which in the opinion of counsel for the Company is exempt from such required registration, and understands the resale limitations imposed (ii) that a legend containing a statement to such effect will be placed on the Founder Warrants (and any certificates evidencing such shares of Common Stock. Further, as additional conditions to the issuance of the shares of Stock purchased subject to this Option, you agree (with such agreement being binding upon any of your beneficiaries, heirs, legatees and/or legal representatives) to do the exercise following prior to any issuance of any Found Warrantsuch shares of Stock: (i) thereby to execute and deliver to the Company such investment representations and warranties as are required by applicable provisions of the Company; (ii) to enter into a restrictive stock transfer agreement if required by the Board; and (iii) to take or refrain from taking such other actions as counsel for the Company may deem necessary or appropriate for compliance with the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any other applicable federal or state securities laws, regardless of whether the shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement have at that time been registered under the Securities Act, or otherwise qualified under any applicable state securities laws. Miscellaneous: • This Option Agreement may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment or the amendment is otherwise permitted without your consent by the Plan. • The failure of the Company to enforce any provision of this Option Agreement at any time shall in no way constitute a waiver of such provision or of any other provision hereof. • You will have none of the rights of a stockholder of the Company with respect to this Option until Shares are transferred to you upon exercise of the Option. • In the event any provision of this Option Agreement is held illegal or invalid for any reason, such illegality or invalidity shall not affect the legality or validity of the remaining provisions of this Option Agreement, and this Option Agreement shall be construed and enforced as if the illegal or invalid provision had not been included in this Option Agreement. • As a condition to the grant of this Option, you agree (iiwith such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) a transfer complying with Rule 144 (as then in effect) that this Option Agreement shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Option Agreement or (iii) a transfer to a third party in a cash transaction the Plan, and any determination made by the Administrator pursuant to an exemption this Option Agreement or the Plan, shall be final, binding and conclusive. • This Option Agreement may be executed in counterparts. BY SIGNING BELOW AND AGREEING TO THIS STOCK OPTION AWARD AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AGREEMENT AND THE PLAN. ROCK CREEK PHARMACEUTICALS, INC. [Name of Authorized Officer] [Name of Recipient] Date: OPTIONEE INFORMATION Name:_______________________________________________________________________ Street Address: _______________________________________________________________ City: _____________________ State:_________________ Zip Code:_______________ Work Phone #: (_____) - _______- ________ Home Phone #: (_____) - _______- __________ Social Security #: ______ - _____ - _______ DESCRIPTION OF OPTION(S) BEING EXERCISED $ $ $ $ $ $ $ $ $ $ Aggregate Exercise Price $ *Must be a whole number only. Exercise of fractional Option Shares is not permitted. METHOD OF PAYMENT OF OPTION EXERCISE PRICE q Cash Exercise. I am enclosing a check or money order payable to “Rock Creek Pharmaceuticals, Inc.” for the Aggregate Exercise Price. q Cashless Exercise (Available Only to the Extent Expressly Permitted by the Company). I am exercising the Option pursuant to the cashless exercise provisions provided for by the Company. The Company will withhold from the registration requirements Shares otherwise issuable upon exercise a whole number of shares with a Fair Market Value equal to (or less than) the Securities ActAggregate Exercise Price, as confirmed in an opinion and will then issue the net number of remaining Shares to me. If the Purchaser’s counsel acceptable whole number of Shares to be withheld does not exactly equal my Aggregate Exercise Price, then the Company will withhold the whole number of Shares necessary to cover my Aggregate Exercise Price, and will issue a check to me equal to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise Fair Market Value of any Found Warrant) shall bear fractional Share not needed. If your option is designated in the Option agreement as an incentive stock option (“ISO”), then selecting this method of payment may result in the Option losing its ISO status and being treated as a legend substantially as follows:nonqualified stock option for tax purposes.

Securities Laws. (ia) The Purchaser represents and warrants Optionee acknowledges that it will acquire Optionee has been informed of, or is otherwise familiar with, the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof nature and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased limitations imposed by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities "Act”"), or has consulted a “purchaser representative” the Securities Exchange Act of 1934, as defined in Rule 501(h) of Regulation D with respect to amended (the Founder Warrants "Exchange Act"), and the transactions contemplated by this Agreement. rules and regulations thereunder (iiiin particular, Rule 144 promulgated under the Act ("Rule 144") The Purchaser acknowledges and Section 16 of the Exchange Act and Rule 16b-3 promulgated thereunder) and the securities ("Blue Sky") laws of the state of Optionee's residence, concerning the Shares issuable upon exercise of the Option and agrees that to be bound by the Founder Warrants (restrictions embodied in such laws, and any shares of Common Stock purchased the rules and regulations promulgated thereunder. Unless the Shares to be issued upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company Option have been registered for resale in accordance with a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an currently effective registration statement under the Securities Act, (but without prejudice to any obligations of the Company arising under the Employment Agreement or the Registration Rights Agreement referred to therein to register the Shares) the Board may require, as a condition to the delivery of certificates representing ownership of the Shares, that the Company receive appropriate evidence that Holder is acquiring the Shares for investment and not with a view to the distribution or public offering of the Shares, or any interest in the Shares, and a representation to the effect that Holder shall make no sale or other disposition of the Shares unless (a) the Company shall have received an opinion of counsel satisfactory in form and substance to it that the sale or other disposition may be made without registration under the then applicable provisions of the Act and the rules and regulations promulgated thereunder, or (b) the Shares shall be included in a currently effective registration statement under the Act. The Company reserves the right to place a legend on any certificates representing ownership of Shares to assure compliance with this paragraph. (b) The Company acknowledges that the Employment Agreement provides that the Company will seek to register the Shares under the Act on a Form S-8 registration statement and thereafter use reasonable efforts to maintain same in effect. In connection with such registration, the Company shall prepare and file and thereafter maintain current and in effect a "reoffer prospectus" under such registration statement registering the resale of all the Shares by Optionee. The Company agrees to use reasonable efforts to make timely filings of its periodic reports and to take such other actions as may be necessary or appropriate in order for the Company to remain qualified to use Form S-8 and such reoffer prospectus as herein contemplated. The Company's obligations under this paragraph shall terminate upon the earliest to occur of (i) the eleventh (11th) anniversary of the Date of Grant, or (ii) a transfer complying with Rule 144 (as then in effect) the sale of all of the Shares by Optionee, or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in date Optionee receives an opinion of the Purchaser’s counsel acceptable (which may be from counsel to the Company. (v) The Purchaser hereby acknowledges and agrees reasonably acceptable to counsel for the Optionee that each all of the certificates representing Shares may be sold under the Founder Warrants provisions of paragraph (and any shares k) of Common Stock purchased upon Rule 144 notwithstanding the exercise fact that a portion of any Found Warrant) shall bear a legend substantially as follows:the Shares may remain unregistered under the Act.

Securities Laws. (a) The Vendor acknowledges that (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any issuance of the shares of Common Ecotality Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution Vendor hereunder as a portion of any part thereof and the Purchaser has no present intention Purchase Price is not being made by means of sellinga prospectus, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser Vendor is an “accredited investor” (as defined in Rule 501(a) of Regulation D, as amended, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or ) and (iii) the Vendor has the ability to assess the risks and merits of acceptance of the shares of Ecotality Stock as a portion of the Purchase Price. The Vendor has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D its own legal, tax and financial advisors with respect to the Founder Warrants issuance of the shares of Ecotality Stock to the Vendor or has had adequate time to do so and the transactions contemplated by this Agreementdetermined not to consult such advisors. (iiib) The Purchaser acknowledges Vendor is acquiring and will hold the shares of Ecotality Stock for investment for its own account and not with a view to the distribution or resale thereof (except as allowed by Rule 144), and the Vendor has no present or contemplated intention, agreement, understanding or arrangement to sell, assign, pledge, transfer or otherwise dispose of any of the shares of Ecotality Stock to be issued to it hereunder until after the True-Up Date. (c) The Vendor recognizes that, because the shares of Ecotality Stock to be issued to it hereunder have not and are not expected to be registered under the Securities Act or the securities laws of any state and because there will be no public market for such shares, the Vendor will not be able to readily liquidate its investment in the event of financial emergency or for any other reason (other than in compliance with Rule 144, after applicable holding periods and subject to volume and other limitations), and the Vendor must bear the economic risk of the investment for an indefinite period of time. The Vendor also understands and agrees that the Founder Warrants (and any shares of Common Ecotality Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are to be issued to it hereunder cannot be sold or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold transferred without registration under or the Securities Act only availability of an exemption therefrom, and without an opinion of counsel satisfactory to the Purchaser to the effect that the transfer would be in certain limited circumstances. Each Subscriber is familiar compliance with applicable federal and state securities laws, by application of Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actor otherwise. (ivd) Without limiting The Vendor has been furnished with, and has had access to, such information as it considers necessary or appropriate for deciding whether to accept the foregoingshares of Ecotality Stock, no transfer and the Vendor has had an opportunity to ask questions and receive answers from the Purchaser regarding the terms and conditions of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements issuance of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companyshares. (ve) The Purchaser hereby acknowledges and agrees Vendor is aware that each of its investment in the certificates representing the Founder Warrants (and any shares of Common Ecotality Stock purchased upon is a speculative investment that has limited liquidity and is subject to the exercise risk of any Found Warrant) shall bear complete loss. The Vendor is able, without impairing its financial condition, to hold the shares for an indefinite period and to suffer a legend substantially as follows:complete loss of its investment in the shares.

Securities Laws. The Holder of this Warrant, by accepting delivery of the same, hereby: (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased Holder is an "accredited investor", as such term is defined by it hereunder Rule 501(a), promulgated under the Securities Act of 1933, as amended; (and b) acknowledges neither this Warrant, nor any shares of Common Stock purchased upon issued to Holder pursuant to the exercise of any Found this Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser , has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or has consulted at the time issuance; (c) represents and warrants that this Warrant is being acquired by Holder for investment and not with a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect view to the Founder Warrants sale or other distribution thereof within the meaning of the Securities Act, and Holder has no present intention of selling or otherwise disposing of all or any portion of this Warrant or the transactions contemplated by this Agreementrights granted hereby. (iiid) The Purchaser acknowledges and agrees that the Founder Warrants (this Warrant and any shares of Common Stock purchased upon the exercise of any Found Warrant) will Warrant Shares issued hereby constitute “"restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) " under the Securities Act, and accordingly may not be offered, sold, or otherwise transferred unless and until registered under the Securities Act or, in the opinion of counsel or by other evidence in form and substance reasonably satisfactory to Nextgen, such offer, sale, or transfer, is in compliance therewith; (e) agrees that, upon the exercise of this Warrant, it shall make the customary representations and warranties as presently may be requested by counsel to the Company in effectorder for the Company to properly rely upon Section 4(2) of the Securities Act regarding exemption from registration thereunder, and understands the resale limitations imposed on the Founder Warrants (and and, in connection with such exemption, that any certificates representing shares of Common Stock purchased issued pursuant to this Warrant would reflect an appropriate legend regarding restrictions upon transferability; and (f) agrees to indemnify the Company, and hold it harmless from and against, any and all losses, expenses (including attorneys' fee), costs and damages arising form or relating to any violation of applicable state securities or "blue sky" laws in connection with the issuance, sale, delivery or exercise of any Found Warrant) thereby this Warrant and by applicable provisions the issuance, sale and delivery of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the any exercise of any Found this Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. Such Selling Shareholder is not a PRC citizen and there is no requirement under the Circular 75 for such Selling Shareholders to file or register with the SAFE with respect to his/its direct and/or indirect legal and/or beneficiary ownership of the shares and/or equity interests in the Company and/or the Subsidiary. Such Selling Shareholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. If such Selling Shareholder is not a United States person (as defined by Section 7701(a)(30) of the Code), such Selling Shareholder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Parent Shares or any use of this Agreement, including (i) The Purchaser represents the legal requirements within its jurisdiction for the purchase of the Parent Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and warrants (iv) the income tax and other tax consequences, if any, that it may be relevant to the purchase, holding, redemption, sale, or transfer of the Parent Shares. Such Selling Shareholder’s subscription and payment for and continued beneficial ownership of the Parent Shares will not violate any applicable securities or other laws of such Selling Shareholder’s jurisdiction. Neither such Selling Shareholder, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Parent Shares. Such Selling Shareholder has been informed that the Parent Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Parent Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Such Selling Shareholder acknowledges that such Selling Shareholder is prepared to hold the Parent Shares for an indefinite period and that such Selling Shareholder is aware that Rule 144 of the Commission issued under the 1933 Act is not presently available to exempt the sale of the Parent Shares from the registration requirements of the 1933 Act. Such Selling Shareholder is aware of the adoption of Rule 144 by the Commission, promulgated under the 1933 Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the issuer. Such Selling Shareholder acknowledges and understands that Parent may not be satisfying the current public information requirement of Rule 144 or other conditions under Rule 144 that are required of Parent at the time such Selling Shareholder wishes to sell the Parent Shares. Prior to such Selling Shareholder’s acquisition of the Parent Shares, such Selling Shareholder acquired sufficient information about Parent to reach an informed knowledgeable decision to acquire the Founder Warrants Parent Shares. Such Selling Shareholder hereby confirms, that the Parent Shares to be purchased acquired by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) such Selling Shareholder will be acquired for its investment for such Selling Shareholder’s own account for the purpose of investment account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof thereof, and the Purchaser that such Selling Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges . By executing this Agreement, such Selling Shareholder further represents that it can such Selling Shareholder does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Parent Shares. Such Selling Shareholder has not been formed for the specific purpose of acquiring the Parent Shares. Such Selling Shareholder has such knowledge and experience in financial and business matters as to make such Selling Shareholder capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. Such Selling Shareholder has had an opportunity to discuss the Parent’s business, management, financial affairs and the terms and conditions of the offering of the Parent Shares with Parent’s management and has had an opportunity to review Parent’s facilities. Such Selling Shareholder is able to bear the economic risk and complete loss of its potential such Selling Shareholder’s investment in the Founder Warrants to be purchased by it hereunder and Parent Shares. If such Selling Shareholder is an individual, then such Selling Shareholder resides in the state or province identified in the address of such Selling Shareholder set forth on Schedule 4.6; if such Selling Shareholder is a partnership, corporation, limited liability company or other entity, then the office or offices of such Selling Shareholder in which its principal place of business is identified in the address or addresses of such Selling Shareholder set forth on Schedule 4.6 attached hereto. Such Selling Shareholder understands that the Purchaser has experience Parent Shares and any securities issued in such investmentrespect of or exchange for the Parent Shares, financial, business and tax matters as to enable it to evaluate the merits and risks may bear one or all of the investment in the Founder Warrants. The Purchaser is an following legends: “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended (the “Securities ActAND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser Holder acknowledges that it can bear the economic risk Underlying Shares are being offered and complete loss of its potential investment sold by the Company in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of accordance with Regulation D, as amended, D under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Underlying Shares will constitute “restricted securities” as defined in Rule 144 under the Securities Act inasmuch as they are or will be acquired from Act. Neither this Warrant nor the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) Underlying Shares have been registered under the Securities Act, as presently in effect, or any state securities laws (“Blue Sky Laws”). This Warrant has been acquired for the Holder’s own account for investment purposes and understands the not with a current view to distribution or resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall may not be made by the Purchaser except sold or otherwise transferred (i) a transfer pursuant to without an effective registration statement for such Warrant under the Securities ActAct and such applicable Blue Sky Laws, or (ii) a transfer complying with Rule 144 (as then in effect) unless Holder shall have delivered to the Company an opinion of counsel to the effect that the Warrant or (iii) a transfer such portion of the Warrant to a third party in a cash transaction pursuant to be sold or transferred may be sold or transferred under an exemption from such registration; provided, that the registration foregoing conditions shall not apply to any transfer of this Warrant from Purchaser to (i) any Affiliate, managed fund or account of Oaktree Capital Management, L.P. or (ii) an Affiliate of Qatar Investment Authority. (b) The Company covenants and agrees that all Underlying Shares will, upon issuance and payment therefor, be legally and validly issued and outstanding, free from all taxes, liens, charges and preemptive or similar rights, if any, with respect thereto or to the issuance thereof. The Company will take all such action as may be reasonably necessary or appropriate to assure that the Underlying Shares may be issued as provided herein without violating any applicable law or regulation, or any requirements of the Securities Act, as confirmed in an opinion of Trading Market upon which the Purchaser’s counsel acceptable to the CompanyCompany Common Stock may be listed. (vc) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants Underlying Shares will bear the following or similar legend, unless the Company determines otherwise in compliance with applicable law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ​ ​ INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

Securities Laws. 12.1 The Parties hereto acknowledge that the issuance of Shares by Patriot to Bearing as contemplated herein will be made pursuant to an exemption from the prospectus requirements of applicable securities laws pursuant to National Instrument 45-106 – Prospectus and Registration Exemptions. 12.2 Bearing acknowledges, agrees and covenants with Patriot that: (a) it will comply with all requirements of applicable securities laws in connection with the issuance to it of the Shares and the resale of any of the Shares; (b) the Shares will be subject to restrictions on resale pursuant to Applicable Laws including: (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, 144 under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) and, in any event, are not permitted to be sold or has consulted a “purchaser representative” as defined in Rule 501(h) transferred until the later of Regulation D with respect to the Founder Warrants August 14, 2013 and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired six months from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectdate of issuance, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants Shares will be marked with a legend to that effect; and (ii) section 13 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the- Counter Markets of various Canadian Securities Administrators, including the British Columbia Securities Commission, and that the certificates representing the Shares will be marked with the legend required by section 13. (c) the Shares will not be transferable if such Shares are subject to Exchange escrow requirements until such Shares are released from escrow; and (d) the Shares have not and will not be registered under the U.S. Securities Act or the securities laws of any State of the United States and that Patriot does not intend to register the Shares under the U.S. Securities Act, or the securities laws of any State of the United States and has no obligation to do so. Bearing is not a U.S. person (as that term is defined in Regulation S under the U.S. Securities Act) and is not purchasing the Shares on the account or benefit of any U.S. persons; provided, however, that Bearing may sell of otherwise dispose the Shares pursuant to registration thereof under the U.S. Securities Act and any shares applicable State securities laws or pursuant to any available exemption from such registration requirements;; 12.3 If any of Common Stock purchased upon the exercise Shares are required to be escrowed pursuant to the policies of the Exchange, and all rights of protest or appeal have been exhausted by the Parties, Bearing agrees to sign any Found Warrant) shall bear a legend substantially such escrow agreement and abide by any such restrictions as follows:may be imposed by the Exchange.

Securities Laws. (ia) The Purchaser represents Vault acknowledges and warrants understands that it will acquire the Founder Warrants securities of COVR to be purchased acquired by it hereunder (and any shares of Common Stock purchased upon have not been registered under the exercise Securities Act, or the securities laws of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of sellingstate, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, securities may not be offered or sold unless first registered under the Securities Act and any applicable state securities laws, or unless such offer or sale is exempt from registration. (b) Vault is purchasing the securities of COVR hereunder for investment purposes, has no intention, subject to the subsequent exercise of registration rights provided for hereunder, to sell any of such securities and will not sell or dispose of any of such securities in violation of applicable United States federal and state securities laws. (c) Vault has received a copy of COVR's most recent annual report on Form 10-K and COVR's most recent quarterly report on Form 10-Q, and is aware that COVR suffered significant losses in the year ended December 31, 1999, and the three months ended March 31, 2000, and has had serious cash flow problems. (d) Vault agrees that the following legend may be placed on any certificates evidencing the securities issued pursuant to this Agreement: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL TO THE COMPANY OR OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." Vault understands that, so long as amended (the “Securities Act”)above legend remains on any certificates, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D COVR may maintain appropriate "stop transfer" orders with respect to the Founder Warrants such securities on its books and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges records and with its registrar and transfer agent. Vault agrees that the Founder Warrants (and prior to any shares of Common Stock purchased upon the exercise proposed transfer of any Found Warrant) will constitute “restricted securities” such securities and as a condition thereto, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act inasmuch as they are or will be acquired from an opinion of counsel to COVR (or other counsel reasonably acceptable to COVR and its counsel) that the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold sold publicly without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectVault will, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and if requested by applicable provisions of the Securities Act. (iv) Without limiting the foregoingCOVR, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except deliver to COVR (i) a transfer pursuant an undertaking by the proposed transferee to an effective registration statement under execute and deliver any and all documentation that may from time to time be requested by COVR with respect to the Securities Actmatters covered by this subsection (d), (ii) a transfer complying with Rule 144 (as then in effect) or an investment covenant signed by the proposed transferee, (iii) an agreement by such transferee to the impression of the restrictive legend set forth above on the securities, (iv) an agreement by such transferee that COVR may place a "stop transfer" order with COVR's transfer agent and registrar consistent with this subsection (d), and (v) an agreement by the transferee to a third party indemnify COVR to the same extent as set forth in a cash transaction pursuant the immediately succeeding sentence of this Section. Vault acknowledges that it understands the legal consequences of the representations and warranties contained in this Section and agrees to an exemption from indemnify COVR against any and all losses, claims, damages, expenses or liabilities to which COVR may become subject under any federal or state securities law, at common law, or otherwise, insofar as such losses, claims, damages, expenses or liabilities arise out of or based upon (A) any transfer of the registration requirements securities owned by it in violation of the Securities Act, as confirmed the Exchange Act or the rules and regulations promulgated under either of such Acts and applicable state Blue Sky laws, or (B) any untrue statement of a material fact or omission to state any material fact in an opinion of the Purchaser’s counsel acceptable connection with its representations pursuant to the Companythis Section. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire Seller is acquiring the Founder Warrants to be purchased by it hereunder (and any shares of Common AgEagle Stock purchased upon the exercise of any Found Warrant) solely for its or his own account for the purpose of investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Seller acknowledges that the shares of AgEagle Stock are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that such shares of AgEagle Stock may not be transferred or sold except pursuant to the resale registration provisions of the Securities Act of 1933, as amended or distribution of any part thereof pursuant to an applicable exemption therefrom and the Purchaser has no present intention of sellingsubject to state securities laws and regulations, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can as applicable. Seller is able to bear the economic risk and complete of holding the shares of AgEagle Stock for an indefinite period (including total loss of its potential investment investment), and has sufficient knowledge and experience in the Founder Warrants financial and business matters so as to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate capable of evaluating the merits and risks risk of the investment in the Founder Warrants. The Purchaser its investment. (b) Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, D under the Securities Act of 1933, as amended amended. Seller, either alone or together with its Representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the AgEagle Stock, and has so evaluated the merits and risks of such investment. (c) Seller acknowledges that it has reviewed the “Securities Act”)SEC Reports. Seller has sought such accounting, or legal and tax advice as it has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D considered necessary to make an informed decision with respect to its acquisition of the Founder Warrants and the transactions contemplated by this AgreementAgEagle Stock. (iiid) The Purchaser acknowledges and agrees Seller understands that the Founder Warrants (and any shares of Common AgEagle Stock purchased are being offered and sold to it in reliance upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption specific exemptions from the registration requirements of foreign, federal and state securities laws and that Parent is relying in part upon such Seller’s statements in ARTICLE III in order to determine the Securities Act, as confirmed in an opinion availability of such exemptions and the Purchaser’s counsel acceptable eligibility of such Seller to acquire the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:AgEagle Stock.

Securities Laws. (i) The Purchaser Each Seller represents and warrants to Buyer as follows as to such Seller: 2.35.1 Such Seller that it will acquire is an individual is a citizen of the Founder Warrants to be purchased by it hereunder (United States and any shares either a resident of Common Stock purchased upon the exercise State of any Found Warrant) for its own account for Kansas or the purpose State of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the sameNew York. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser 2.35.2 Such Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, D under the Securities Act Act. Such Seller is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of Generex Shares, and has requested, received, reviewed and considered all information it deemed relevant to evaluating the merits and risks of the prospective investment in and making an informed decision to purchase Generex Shares. 2.35.3 The following legend will be placed on each certificate or statement representing Generex Shares now or hereafter held by each Seller: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER HEREOF UNLESS AND UNTIL THEY ARE SO REGISTERED OR THEY ARE DETERMINED TO BE EXEMPT FROM REGISTRATION ON THE BASIS OF A FAVORABLE OPINION OF THE COMPANY’S COUNSEL AND/OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO SUCH COUNSEL THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. 2.35.4 Except as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined specified in Rule 501(h) of Regulation D with respect to the Founder Warrants this Agreement and the transactions contemplated by this Registration Rights Agreement. (iii) The Purchaser acknowledges and agrees that , Generex has not agreed to register any of the Founder Warrants (and any shares Generex Shares for distribution in accordance with the provisions of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired any applicable State securities law, and Generex has not agreed to comply with any exemption from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstancesor any applicable State securities law for the resale of such stock. Each Subscriber Consequently, each Seller may be required to hold the Generex Shares indefinitely, unless and until such registration is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) effective under the Securities ActAct and any applicable State securities law, unless an exemption from registration is available, in which case each Seller may still be limited as presently in effectto the number of shares of stock that may be sold by it. In any case, each Seller will not sell, assign, pledge, hypothecate, donate or otherwise transfer (whether or not for consideration) unless and understands the resale limitations imposed until such stock is registered or determined to be exempt from registration on the Founder Warrants (and basis of a favorable opinion of Generex’s counsel and/or submission to Generex of such other evidence as may be reasonably satisfactory to Generex or such counsel that any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions such transfer shall not be in violation of the Securities ActAct or any applicable State securities law. 2.35.5 Due to restrictions on the transferability of Generex Shares pursuant to applicable federal and state securities laws in the absence of registration, the terms of this Agreement, and the Registration Rights Agreement, it may not be possible to liquidate the stock readily (ivor at all) Without limiting in case of an emergency or otherwise, and the foregoing, no transfer investment in Generex Shares involves a certain degree of risk and each Seller has taken full cognizance of and understands all of the Founder Warrants (risks associated therewith. 2.35.6 Such Seller has such knowledge and any shares experience in financial and business matters that it is capable of Common Stock purchased upon evaluating the exercise merits and risks associated with the investment in Generex Shares or that it has obtained the advice of any Found Warrant) shall be made by an attorney, certified public accountant or registered investment advisor with respect thereto. 2.35.7 Such Seller has adequate means of providing for his own current needs and possible personal contingencies and that he has no need for liquidity in his investment in Generex Shares and he is able to bear the Purchaser economic risks of such an investment for an indefinite period, including a complete loss of such investment. 2.35.8 Each Seller has acquired Generex Shares for his own account for investment purposes only and not for the account of others and not with a view to the distribution or public resale thereof, except (i) a transfer pursuant to an effective a registration statement effective under the Securities ActAct and applicable state securities laws. 2.35.9 Each Seller has had an opportunity to ask questions and receive answers concerning his investment in Generex Shares and to obtain any additional information which Buyer possesses or can obtain without unreasonable effort and expense that might be necessary in his judgment to verify any information which has been provided to him. 2.35.10 Each Seller acknowledges that Generex has the authority to issue additional shares of stock and that Generex may issue additional shares of stock from time to time. The issuance of additional shares of stock may cause dilution of the existing shares of common stock and may decrease the purchase price of the shares of common stock. 2.35.11 Each Seller is not purchasing the Generex Shares as a result of any advertisement, (ii) a transfer complying with Rule 144 (as then article, notice or other communication regarding Generex Shares published in effect) any newspaper, magazine or (iii) a transfer similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 2.35.12 Each Seller acknowledges that the Generex Shares are being offered and sold to a third party him by Buyer in a cash transaction pursuant to an exemption reliance on specific exemptions from the registration requirements of the Securities ActAct and applicable state securities laws and that Buyer is relying on the truth and accuracy of, and each Seller’s compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of each Seller set forth herein in order to determine the availability of such exemptions and the eligibility of each Seller to acquire the Generex Shares. 2.35.13 Such Seller has thoroughly reviewed the representations, warranties and covenants of Buyer contained in this Agreement, together with the Schedules thereto and the reports filed under the Exchange Act by Generex (the “Generex Documents” and together with this Agreement and the Schedules thereto, collectively the “Disclosure Documents”) prior to making this investment in the Generex Shares. Such Seller has been granted a reasonable time prior to the date hereof during which it has had the opportunity to obtain such additional information as confirmed in it deems necessary to permit it to make an opinion informed decision with respect to the purchase of Generex Shares. After examination of the Purchaser’s counsel acceptable Disclosure Documents, each Seller is fully aware of the business prospects, financial condition, risks associated with investment and the operating history relating to Generex as disclosed in such Disclosure Documents, and therefore in purchasing Generex Shares, each Seller is not relying upon any information other than information contained in the CompanyDisclosure Documents. Such Seller acknowledges that he has independently evaluated the merits of the transactions contemplated by this Agreement, that he has independently determined to enter into the transactions contemplated hereby, that he is not relying on any advice from or evaluation by any other Seller, and that he is not acting in concert with any other Seller in making its purchase of Generex Shares hereunder. 2.35.14 Each Seller covenants, for himself and his professional advisors and agents, that he has and will from the date hereof maintain in confidence all Disclosure Documents (vother than the Generex Documents) The Purchaser hereby acknowledges received from Buyer, unless and agrees until such information (a) is or becomes generally publicly available other than through a violation of this provision by any Seller or his agents or (b) is required to be disclosed in legal proceedings (such as by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental authority or similar process); provided, however, that before making any disclosure in reliance on this Section, each Seller will give Buyer at least fifteen (15) days prior written notice (or such shorter period as required by law) specifying the circumstances giving rise thereto and will furnish only that portion of the certificates representing the Founder Warrants (non-public information which is legally required and will exercise his commercially reasonable efforts to ensure that confidential treatment will be accorded any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:non-public information so furnished.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire Buyer is purchasing the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Series G Preferred Shares for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samepurposes. (iib) The Purchaser acknowledges that it can bear Buyer has been offered the economic risk opportunity to ask questions of, and receive answers from the Company's management, and the Buyer has been given full and complete loss of its potential investment in access to all available information and data relating to the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters assets of the Company and has obtained such additional information about the Company as to enable it the Buyer has deemed necessary in order to evaluate the merits opportunities, both financial and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation Dotherwise, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants Company and, except as set forth herein, has not relied on any representation, warranty or other statement concerning the Company and its evaluation of the decision to consummate the transactions contemplated by this Agreementherein. In its judgment, the Buyer is sufficiently familiar with the Company to enable the Buyer to proceed with the transactions contemplated hereby. (iiic) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares Buyer is an "accredited investor" as such term is defined in Rule 501 of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” Regulation D promulgated under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (ivd) Without limiting The Buyer is a sophisticated investor familiar with the foregoingtype of risks inherent in the acquisition of securities such as the Series G Preferred Shares. (e) The Buyer is acquiring the Series G Preferred Shares and, no transfer upon conversion of Series G Preferred Shares, the Buyer will acquire the Conversion Shares then issuable, for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Buyer reserves the right to dispose of the Founder Warrants (and Conversion Shares at any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer time in accordance with or pursuant to an effective registration statement covering such Conversion Shares or an available exemption under the Securities Act. (f) The Buyer understands that the Series G Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire such securities. (iig) a transfer complying with Rule 144 Then Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series G Preferred Shares or the Conversion Shares, or the fairness or suitability of the investment in the Series G Preferred Shares or the Conversion Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Series G Preferred Shares or the Conversion Shares. (h) The Buyer understands that except as then provided in effectthe Investor Registration Rights Agreement: (i) the Series G Preferred Shares and the Conversion Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (iiiB) a transfer the Buyer shall have delivered to a third party the Company an opinion of counsel, in a cash transaction generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the registration requirements Securities Act (or a successor rule thereto) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act, as confirmed in an opinion ) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Purchaser’s counsel acceptable SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities under the Company. (v) The Purchaser hereby acknowledges Securities Act or any state securities laws or to comply with the terms and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise conditions of any Found Warrant) shall bear a legend substantially as follows:exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares.

Securities Laws. (i) 2.1 The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Consideration Shares are being acquired for its own account for the purpose of investment only and not with a view to the resale or any public distribution of any part thereof thereof. It has sufficient knowledge and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk experience in financial and complete loss of its potential investment in the Founder Warrants business matters so as to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate capable of evaluating the merits and risks of the its investment in the Founder Warrants. The Purchaser and it is an “accredited investor” as defined capable of bearing the economic risks of such investment. 2.2 Each Harbour Party and each other person or account (if any) for which it is acting is: 2.2.1 not located in Rule 501(a) the United States (within the meaning of Regulation D, as amended, S under the US Securities Act ("Regulation S")) and will not be located in the United States at the time of the receipt of the Consideration Shares; or 2.2.2 located in the United States (within the meaning of Regulation S) and is either a QIB or an AI, and it understands that: (a) the Consideration Shares have not been nor will be registered under the US Securities Act of 1933, as amended (the “"US Securities Act”"), or has consulted a “purchaser representative” as defined in Rule 501(h) under any securities laws of Regulation D with respect to any state or other jurisdiction of the Founder Warrants and United States or any other jurisdiction where any of the transactions contemplated by this Agreement.Agreement would breach any applicable law or regulation, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in, into or within: (iiii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired United States except pursuant to an exemption from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the US Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer or pursuant to an effective registration statement under the US Securities Act, Act (in each case in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction); or (ii) a transfer complying with Rule 144 any other jurisdiction where any of the transactions contemplated by this Agreement would breach any applicable law or regulation; and (b) the Consideration Shares are "restricted securities" (as then defined by Rule 144(a)(3) under the US Securities Act) and, for so long as they are "restricted securities", the Consideration Shares may not be deposited into any unrestricted depositary facility established or maintained by any depositary bank and may not be reoffered, resold, pledged or otherwise transferred, except: (i) outside the United States in effectan offshore transaction, as defined in, and meeting the requirements of, Regulation S; (ii) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available) or otherwise; or (iii) pursuant to an effective registration requirements of statement under the US Securities Act, as confirmed in an opinion each case in accordance with any applicable securities laws of any state of the Purchaser’s counsel acceptable to the CompanyUnited States or other applicable jurisdiction. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants a. Optionee acknowledges that it will acquire Optionee has been informed of, or is otherwise familiar with, the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof nature and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased limitations imposed by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities "Act”"), or has consulted a “purchaser representative” the Securities Exchange Act of 1934, as defined in Rule 501(h) of Regulation D with respect to amended (the Founder Warrants "Exchange Act"), and the transactions contemplated by this Agreement. rules and regulations thereunder (iiiin particular, Rule 144 promulgated under the Act ("Rule 144") The Purchaser acknowledges and Section 16 of the Exchange Act and Rule l6b-3 promulgated thereunder) and the securities ("Blue Sky") laws of the state of Optionee's residence, concerning the Shares issuable upon exercise of the Option and agrees that to be bound by the Founder Warrants (restrictions embodied in such laws, and any shares of Common Stock purchased the rules and regulations promulgated thereunder. Unless the Shares to be issued upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company Option have been registered for resale in accordance with a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an currently effective registration statement under the Securities Act (but without prejudice to any obligations of the Company arising under the Employment Agreement or the Registration Rights Agreement referred to therein to register the Shares), the Board may require, as a condition to the delivery of certificates representing ownership of the Shares, that the Company receive appropriate evidence that Holder is acquiring the Shares for investment and not with a view to the distribution or public offering of the Shares, or any interest in the Shares, and a representation to the effect that Holder shall make no sale or other disposition of the Shares unless (a) the Company shall have received an opinion of counsel satisfactory in form and substance to it that the sale or other disposition may be made without registration under the then applicable provisions of the Act and the rules and regulations promulgated thereunder, or (b) the Shares shall be included in a currently effective registration statement under the Act. The Company reserves the right to place a legend on any certificates representing ownership of Shares to assure compliance with this paragraph. b. The Company acknowledges that the Employment Agreement provides that the Company will seek to register the Shares under the Act on a Form S-8 registration statement and thereafter use reasonable efforts to maintain same in effect. In connection with such registration, the Company shall prepare and file and thereafter maintain current and in effect a "reoffer prospectus" under such registration statement registering the resale of all the Shares by Optionee. The Company agrees to use reasonable efforts to make timely filings of its periodic reports and to take such other actions as may be necessary or appropriate in order for the Company to remain qualified to use Form S-8 and such reoffer prospectus as herein contemplated. The Company's obligations under this paragraph shall terminate upon the earliest to occur of (i) the eleventh (11th) anniversary of the Date of Grant, or (ii) a transfer complying with Rule 144 (as then in effect) the sale of all of the Shares by Optionee, or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in date Optionee receives an opinion of the Purchaser’s counsel acceptable (which may be from counsel to the Company. (v) The Purchaser hereby acknowledges and agrees reasonably acceptable to counsel for the Optionee that each all of the certificates representing Shares may be sold under the Founder Warrants provisions of paragraph (k) of Rule 144 notwithstanding the fact that a portion of the Shares may remain unregistered under the Act. Optionee is also entitled to the benefit of the Registration Rights Agreement dated as of March 31, 1997 between Optionee and any shares the Company, in accordance with its terms and the terms of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:Employment Agreement.

Securities Laws. (i) The Purchaser represents and warrants that it will acquire Each Stockholder is an “accredited investor” within the Founder Warrants to be purchased by it hereunder (and any shares meaning of Common Stock purchased upon Rule 501 under the exercise Securities Act. Each Stockholder is acquiring its portion of any Found Warrant) the Purchase Price for its own account and the Purchase Price is being, and will be, acquired by Seller for the purpose of investment and not with a view to the distribution or resale or distribution of any part thereof and the Purchaser thereof. Purchase Price has no present intention of selling, granting any participation in, or otherwise distributing any portion of the same. (ii) The Purchaser Purchase Price and does not presently have any Contract with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any portion of the Purchase Price. Each Stockholder acknowledges that it can is able to bear the economic risk of the Purchase Price, and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder has such knowledge and that the Purchaser has experience in financial or business matters that such investment, financial, business and tax matters as to enable it to evaluate Stockholder is capable of evaluating the merits and risks of the investment Purchase Price. Seller has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary, in conjunction with the Founder Warrants. The Purchaser is representations and warranties contained in ARTICLE V, to enable it to make an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D informed and intelligent decision with respect to the Founder Warrants execution, delivery and the transactions contemplated by performance of this Agreement. . Each Stockholder understands that (iiia) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction has not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectbeen, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoingwill not be, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement registered under the Securities Act, (iib) a transfer complying with Rule 144 (the Common Stock issued as then in effect) or (iii) a transfer to a third party in a cash transaction the Purchase Price is “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each Stockholder must hold the Purchase Price indefinitely unless such Common Stock is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available, (c) Buyer has no obligation to register or qualify the Purchase Price and, if an exemption from registration or qualification is available, it may be conditioned on various requirements including the time and manner of sale, the holding period for the Purchase Price, and on requirements relating to Buyer which are outside of Stockholders’ control, and which Buyer is under no obligation and may not be able to satisfy, (d) this offering of the Purchase Price is not intended to be part of the public offering, and that no Stockholder will be able to rely on the protections of the Securities Act, as confirmed in an opinion of and (e) the Purchaser’s counsel acceptable Purchase Price is subject to a restriction on transfer for one (1) year following the Closing Date and additional restrictions on transfer, and Stockholders will be bound by other obligations with respect to the CompanyPurchase Price. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents Seller has read and warrants that fully understands this Agreement and each Ancillary Agreement to which it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account is a party. The Buyer’s Annual Report on Form 10-K for the purpose of investment fiscal years ended June 26, 2005 and not with a view to the resale or distribution of any part thereof June 25, 2006 and the Purchaser Buyer’s Quarterly Reports on Form 10-Q for the periods ended September 24, 2006 and December 24, 2006 are publicly available on the SEC’s EXXXX system, and the Seller understands and has no present intention evaluated the risks of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential an investment in the Founder Warrants Share Consideration based thereon. The Seller has been given the opportunity to be purchased by it hereunder ask questions of, and that receive answers from, the Purchaser Buyer and its Representatives concerning the matters pertaining to the Seller’s investment in the Share Consideration and has experience in been given the opportunity to review such investment, financial, business and tax matters additional information as to enable it was necessary to evaluate the merits and risks of the an investment in the Founder WarrantsShare Consideration. The Purchaser is Seller can bear the economic risk of an “accredited investor” as defined investment in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this AgreementShare Consideration. (iiib) The Purchaser acknowledges and agrees Seller understands that all the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Share Consideration will constitute be characterized as “restricted securities” under the Securities Act and other applicable federal and state securities laws (the “Securities Laws”) inasmuch as they are or will be being acquired from the Company Buyer in a transaction not involving a public offering and that, under applicable laws and applicable regulationsconsequently, such securities the Share Consideration may not be resold without first being registered under the Securities Laws except in certain limited circumstances. Specifically, the Seller is familiar with SEC Rules 144 and 145 and understands, and agrees to comply with, the resale limitations imposed thereby, by the legends described in Section 3.27(e) below and by the Securities Laws generally or cause any other person who has an interest in such Share Consideration to so comply. (c) The Seller acknowledges and agrees that, in addition to the restrictions imposed by applicable Securities Laws, the Share Consideration is subject to the terms and conditions of the Shareholders’ and Registration Rights Agreement, including certain restrictions on the Transfer (as such term is defined therein) of the Purchase Price Shares. (d) The Seller acknowledges and agrees that certain of the Purchase Price Shares will be deposited with the Escrow Agent in accordance with Section 2.8 to be held pursuant to the Escrow Agreement and that such portion of the Purchase Price Shares is subject to the terms and conditions of the Escrow Agreement, including restrictions on the Transfer (as such term is defined therein) of such portion of the Purchase Price Shares by the Seller for so long as such portion of the Purchase Price Shares is subject to the Escrow Agreement. (e) The Seller understands and agrees that the certificates issued to it representing the Share Consideration will bear the following legends and such other legends required by the Shareholders’ and Registration Rights Agreement and as the Buyer may reasonably deem necessary or desirable; provided however, that only the Purchase Price Shares subject to the Escrow Agreement shall bear the first legend identified below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN (THE “ESCROW AGREEMENT”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER, AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF (EACH A “TRANSFER”) FOR SO LONG AS THEY ARE SUBJECT TO THE ESCROW AGREEMENT.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF APPLICABLE, SUCH OTHER SECURITIES LAWS AND FOLLOWING RECEIPT BY THE ISSUER OF A LEGAL OPINION OR NO-ACTION LETTER IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT SUCH TRANSFER IS PERMITTED.” (f) The foregoing legends will be removed from a Purchase Price Share certificate at the request of the Seller or another holder thereof in connection with the proposed transfer thereof only upon satisfaction of the Buyer that such legends are no longer required or appropriate, including, in the case of the Securities Laws legend, receipt by the Buyer of an opinion of counsel, in form and substance satisfactory to the Buyer, or a no-action letter from the SEC addressed to the Buyer, to the effect that registration under the Securities Act only is unnecessary in certain limited circumstances. Each Subscriber is familiar with respect of such proposed transfer, in reliance upon SEC Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) or 145 or such other available exemption under the Securities Act, as presently in effect, and understands the resale limitations imposed that such legend is not required by law to appear on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actsuch certificate. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants that it will acquire This Section 8 shall be applicable if, on the Founder Warrants to be purchased by it hereunder (and any shares of Award Date, the Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and subject to such Award has not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, been registered under the Securities Act of 1933, as amended (amended, and under applicable state securities laws, and shall continue to be applicable for so long as such registration has not occurred. The Grantee hereby agrees, warrants and represents that Grantee is acquiring the “Securities Act”)Units and Shares to be issued pursuant to this Agreement for Xxxxxxx’s own account for investment purposes only, and not with a view to, or has consulted a “purchaser representative” in connection with, any resale or other distribution of any of such Units or Shares, except as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) hereafter permitted. The Purchaser acknowledges and Grantee further agrees that the Founder Warrants (and Grantee will not at any shares time make any offer, sale, transfer, pledge or other disposition of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are such Units or will Shares to be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold issued hereunder without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements Act of the Securities Act1933, as confirmed in amended, and under any applicable state securities laws or an opinion of the Purchaser’s counsel acceptable to the Company. Corporation to the effect that the proposed transaction will be exempt from such registration. The Grantee shall execute such instruments, representations, acknowledgments and agreements as the Corporation may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or securities exchange rule, regulation or law. The certificates for the Shares to be issued pursuant to this Agreement shall bear the following securities legend (v) “Securities Legend”): The Purchaser hereby acknowledges shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and agrees may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Corporation that each the proposed transaction will be exempt from such registration. The Securities Legend shall be removed upon registration of the certificates representing legended shares under the Founder Warrants (Securities Act of 1933, as amended, and under any applicable state laws or upon receipt of any opinion of counsel acceptable to the Corporation that said registration is no longer required. The sole purpose of the agreements, warranties, representations and legend set forth in this Section is to prevent violations of the Securities Act of 1933, as amended, and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:applicable state securities laws.

Securities Laws. (ia) The Purchaser represents KMI and warrants each of the Contributors acknowledge that it upon their issuance, a legend in substantially the following form will acquire be associated with the Founder Warrants to be purchased by it hereunder Newly Issued Common Units: THESE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling“ACTS”). THE UNITS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITS UNDER THE ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED AND THEN ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5.8 OF THE CONTRIBUTION AGREEMENT DATED AS OF APRIL 28, granting any participation in2014, or otherwise distributing the sameA COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICE. (iib) The Purchaser acknowledges that it can bear the economic risk KMI and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks each of the investment in the Founder Warrants. The Purchaser Contributors is an “accredited investor” as defined in investor within the meaning of Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), and the Newly Issued Common Units to be issued to it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. The Contributors are aware that no federal or state Governmental Authority has consulted a “purchaser representative” made any finding or determination as defined to the fairness of an investment in Rule 501(h) of Regulation D the Newly Issued Common Units nor any recommendation or endorsement with respect to thereto. KMI and each of the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees Contributors acknowledge that the Founder Warrants (and any shares issuance of the Newly Issued Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” Units has not been registered under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed reliance on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actan exemption therefrom. (ivc) Without limiting the foregoing, no transfer of the Founder Warrants (KMI and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing Contributors has such knowledge and experience in financial and business matters so as to be capable of evaluating the Founder Warrants (merits and any shares risks of its investment in the Newly Issued Common Stock purchased upon Units and each of the exercise Contributors is capable of any Found Warrant) shall bear a legend substantially as follows:bearing the economic risks of such investment.

Securities Laws. (ia) The Purchaser represents issuance and warrants that it will acquire sale of the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view Xxxx Units to the resale or distribution Canadian Eco Endeavors Shareholders will be made in reliance on an exemption from the prospectus filing requirements contained in section 2.16 of any part thereof NI 45-106 and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of contained in Regulation S promulgated under the 1933 Act. Xxxx reserves the right to request from the Canadian Eco Endeavors Shareholders any additional certificates or representations required to establish an exemption from Applicable Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable Legislation prior to the Companyissuance of any Xxxx Units. (vb) The Purchaser hereby acknowledges and agrees that each of For Canadian Eco Endeavors Shareholders, the certificates representing Xxxx Common Shares and the Founder Xxxx Warrants to be issued to such shareholders on the Effective Date will be affixed with the following legends describing such restrictions: (c) The issuance and sale of the Xxxx Units to Non-Canadian Eco Endeavors Shareholders will be made in reliance on an exemption from the prospectus filing requirements contained in Regulation S. The Non-Canadian Eco Endeavors Shareholders acknowledge and understand that any Xxxx Units that they receive pursuant to this Agreement will be subject to resale restrictions in accordance with Applicable Securities Legislation and that as a result the certificates representing such Xxxx Common Shares and Xxxx Warrants will be affixed with the following legend in accordance with Regulation S of the 1933 Act: (d) Pursuant to MI 51-105, a subsequent trade in the Xxxx Common Shares in or from any province in Canada will be a distribution subject to the prospectus requirements of applicable Canadian securities legislation (including theSecurities Act (British Columbia)) unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Xxxx Common Shares (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “51-105 Legend”) specified in MI 51-105. (e) The Parties acknowledge that on or prior to the Effective Date, the Non-Canadian Eco Endeavors Shareholders and Canadian Eco Endeavors Shareholders who are not subject to MI 51-105 (together the “Non-51-105 Vendors”) may be required to provide Xxxx with a certificate dated as of the Effective Date, whereby each such person represents and warrants that they are not residents of the provinces subject to MI 51-105 and further undertakes not to trade or resell any of the Xxxx Common Shares received by them pursuant to this Agreement in or from any provinces subject to MI 51-105 and further still that the Non-51-105 Vendors understand and agree that Xxxx and others will rely upon the truth and accuracy of these representations and warranties and agree that if such representations and warranties are no longer accurate or have been breached, the Non-51­105 Vendor will immediately notify Xxxx. Such certificate may further require that by executing and delivering this Agreement and as a consequence of the representations and warranties made by the Non-51-105 Vendors in this section, the Non-51-105 Vendors will have directed Xxxx not to include the 51-105 Legend on any certificates representing the Xxxx Common Shares or Xxxx Warrants to be issued to the Non-51-105 Vendors. As a consequence, the Non-51-105 Vendors will not be able to rely on the resale provisions of MI 51-105, and any shares subsequent trade in any of the Xxxx Common Stock purchased upon Shares in or from the exercise provinces subject to MI 51-105 will be a distribution subject to the prospectus and registration requirements of the MI 51-105. As set out in such certificate, if the Non-51­105 Vendor wishes to trade or resell any Found Warrant) shall bear of the Xxxx Common Shares in or from a legend substantially province subject to MI 51-105, the Non-51-105 Vendor will agree and undertake to return, prior to any such trade or resale, any certificate representing the Xxxx Common Shares or Xxxx Warrants, as follows:applicable, to Xxxx’x transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct Xxxx’x transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.

Securities Laws. (a) The Vendor acknowledges that (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares issuance of Common the Ecotality Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution Vendor hereunder as a portion of any part thereof and the Purchaser has no present intention Purchase Price is not being made by means of sellinga prospectus, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser Vendor is an “accredited investor” (as defined in Rule 501(a) of Regulation D, as amended, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or ) and (iii) the Vendor has the ability to assess the risks and merits of acceptance of the Ecotality Stock as a portion of the Purchase Price. The Vendor has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D its own legal, tax and financial advisors with respect to the Founder Warrants issuance of the Ecotality Stock to the Vendor or has had adequate time to do so and the transactions contemplated by this Agreementdetermined not to consult such advisors. (iiib) The Purchaser acknowledges Vendor is acquiring and will hold the Ecotality Stock for investment for its own account and not with a view to the distribution or resale thereof (except as allowed by Rule 144), and the Vendor has no present or contemplated intention, agreement, understanding or arrangement to sell, assign, pledge, transfer or otherwise dispose of any of the Ecotality Stock to be issued to it hereunder until after the True-Up Date. (c) The Vendor recognizes that, because the Ecotality Stock to be issued to it hereunder have not and are not expected to be registered under the Securities Act or the securities laws of any state and because there will be no public market for such shares, the Vendor will not be able to readily liquidate its investment in the event of financial emergency or for any other reason (other than in compliance with Rule 144, after applicable holding periods and subject to volume and other limitations), and the Vendor must bear the economic risk of the investment for an indefinite period of time. The Vendor also understands and agrees that the Founder Warrants (and any shares of Common Ecotality Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are to be issued to it hereunder cannot be sold or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold transferred without registration under or the Securities Act only availability of an exemption therefrom, and without an opinion of counsel satisfactory to the Purchaser to the effect that the transfer would be in certain limited circumstances. Each Subscriber is familiar compliance with applicable federal and state securities laws, by application of Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actor otherwise. (ivd) Without limiting The Vendor has been furnished with, and has had access to, such information as it considers necessary or appropriate for deciding whether to accept the foregoingEcotality Stock, no transfer and the Vendor has had an opportunity to ask questions and receive answers from the Purchaser regarding the terms and conditions of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements issuance of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companyshares. (ve) The Purchaser hereby acknowledges Vendor is aware that its investment in the Ecotality Stock is a speculative investment that has limited liquidity and agrees that each is subject to the risk of complete loss. The Vendor is able, without impairing its financial condition, to hold the certificates representing shares for an indefinite period and to suffer a complete loss of its investment in the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:shares.

Securities Laws. (a) Each Seller acknowledges that (i) The Purchaser represents and warrants that it will acquire the Founder Warrants issuance of the Buyer Shares to be purchased by it hereunder (and any shares Sellers as a portion of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof Clarity Purchase Price and the Purchaser has no present intention ETEC Purchase Price is not being made by means of sellinga prospectus, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser each Seller is an “"accredited investor” " (as defined in Rule 501(a) of Regulation D, as amended, promulgated under the Securities Act of 1933, as amended (the “"Securities Act”"), or ) and (iii) each Seller has the ability to assess the risks and merits of acceptance of the Buyer Shares as a portion of the Clarity Purchase Price and the ETEC Purchase Price. Each Seller has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D his own legal, tax and financial advisors with respect to the Founder Warrants issuance of the Buyer Shares to Seller or has had adequate time to do so and the transactions contemplated by this Agreementdetermined not to consult such advisors. (iiib) The Purchaser acknowledges Each Seller is acquiring and will hold the Buyer Shares for investment for his own account and not with a view to the distribution or resale thereof (except as allowed by Rule 144), and neither has any present or contemplated intention, agreement, understanding or arrangement to sell, assign, pledge, transfer or otherwise dispose of the Buyer Shares. (c) Each Seller recognizes that, because the Buyer Shares have not and are not expected to be registered under the Securities Act or the securities laws of any state and because there will be no public market for the Buyer Shares, such Seller will not be able to readily liquidate his investment in the event of financial emergency or for any other reason (other than in compliance with Rule 144, after applicable holding periods and subject to volume and other limitations), and such Seller must bear the economic risk of the investment for an indefinite period of time. Each Seller also understands and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are Buyer Shares cannot be sold or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold transferred without registration under or the Securities Act only availability of an exemption therefrom, and without an opinion of counsel satisfactory to Buyer to the effect that the transfer would be in certain limited circumstances. Each Subscriber is familiar compliance with applicable federal and state securities laws, by application of Rule 144 promulgated or otherwise. (d) Each Seller is aware of the adoption of Rule 144 by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently which permits limited public resales of securities acquired in effecta non-public offering, and understands subject only to the resale limitations imposed on satisfaction of certain conditions. (e) Neither Seller will sell, transfer or otherwise dispose of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions Buyer Shares in violation of the Securities Act. (iv) Without limiting , the foregoingSecurities Exchange Act of 1934, no transfer of or the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement rules promulgated thereunder, including Rule 144 under the Securities Act. Each Seller agrees that he will not dispose of the Buyer Shares unless and until he has provided Buyer with written assurances, in substance and form satisfactory to Buyer, that (iii) a transfer complying the proposed disposition does not require registration of the Buyer Shares under the Securities Act or all appropriate action necessary for compliance with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (ii) the proposed disposition will not result in an opinion the contravention of the Purchaser’s counsel acceptable any transfer restrictions applicable to the CompanyBuyer Shares under state securities laws. (vf) The Purchaser hereby acknowledges Each Seller has been furnished with, and agrees that has had access to, such information as he considers necessary or appropriate for deciding whether to accept the Buyer Shares, and each Seller has had an opportunity to ask questions and receive answers from Buyer regarding the terms and conditions of the certificates representing issuance of the Founder Warrants Buyer Shares. (g) Each Seller is aware that his investment in the Buyer Shares is a speculative investment that has limited liquidity and any shares is subject to the risk of Common Stock purchased upon complete loss. Each Seller is able, without impairing his financial condition, to hold the exercise Buyer Shares for an indefinite period and to suffer a complete loss of any Found Warrant) shall bear a legend substantially as follows:his investment in the Buyer Shares.

Securities Laws. (i) The shares of Purchaser represents and warrants that it will acquire the Founder Warrants Common Stock to be purchased by it hereunder (issued at the Merger Closing pursuant to Section 3, or after the Merger Closing pursuant to Section 7 and any shares of Common Stock purchased the Escrow Agreement, or upon the exercise of any Found Purchaser Warrant) for its own account for , will not have been registered and will be deemed to be “restricted securities” under federal securities laws and may not be resold without registration under or exemption from the purpose Securities Act. Each certificate evidencing shares of investment and not with a view to Purchaser Common Stock will bear the resale or distribution of any part thereof and following legend (the Purchaser has no present intention of selling“Restrictive Legend”): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, granting any participation in, or otherwise distributing the sameAS AMENDED (THE “SECURITIES ACT”). SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER OF THESE SECURITIES THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder issued at the Merger Closing pursuant to Section 3 will not have been registered and that the Purchaser has experience in such investment, financial, business and tax matters as will be deemed to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute be “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable federal securities laws and applicable regulations, such securities may not be resold without registration under or exemption from the Securities Act only in certain limited circumstancesAct. Each Subscriber is familiar with Rule 144 promulgated by certificate evidencing a Purchaser Warrant will bear the U.S. Securities and Exchange Commission following legend (the “SECWarrant Restrictive Legend”) under the Securities Act): THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as presently in effect, and understands the resale limitations imposed on the Founder Warrants AS AMENDED (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActTHE “SECURITIES ACT”). SUCH WARRANTS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER OF THESE SECURITIES THAT SUCH REGISTRATION IS NOT REQUIRED. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents Subject to and warrants that it will without derogating from Parent's and Purchaser's representations and warranties contained in Article V (including, without limitation, Parent's and Purchaser's representations and warranties relating to the Parent SEC Documents and Parent Foreign Filings (as set forth and defined in Section 5.01)), such Selling Shareholder has acquired sufficient information about Parent (through the review by such Seller of the Parent’s reports filed with the SEC) to reach an informed and knowledgeable decision to acquire the Founder Consideration Shares, and if applicable, the Consideration Warrants to be purchased by it hereunder and the Warrant Shares (and any shares of Common Stock purchased upon the exercise of any Found Warrant) "Consideration Securities"). Such Selling Shareholder is acquiring the respective Consideration Securities for its such Selling Shareholder’s own account for the purpose of investment purposes only and not with a view to to, or for the resale or distribution of in connection with, any part "distribution" thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions for purposes of the Securities Act. (ivb) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except Such Selling Shareholder is (i) an accredited investor within the meaning of Regulation D prescribed by the SEC pursuant to the Securities Act (a transfer "Regulation D Investor") or (ii) not a U.S. Person as defined in Regulation S promulgated under the Act (a "Regulation S Investor").If such Selling Shareholder is a Regulation D Investor and is U.S. Person, such Selling Shareholder also represents that: (x) Such Selling Shareholder can afford to bear the economic risk of holding the Consideration Securities for an indefinite period and can afford to suffer the complete loss of such Selling Shareholder’s investment in the Consideration Securities; (y) its knowledge and experience in financial and business matters is such that such Selling Shareholder is capable of evaluating the risks of the investment in the Consideration Securities; and (z) only to the extent that such Selling Shareholder is not an individual, it has not been organized for the purpose of acquiring the Consideration Securities and all the equity owners of such Selling Shareholder are Regulation D Investors. If such Selling Shareholder is a Regulation S Investor, such Selling Shareholder also represents that: (1) it is not a U.S. Person, (2) on the date hereof, the Regulation S Investor is outside the United States, (3) the Selling Shareholder is not acquiring the Consideration Securities for the account or benefit of any U.S. Person, (4) it will not, during the 40 day period starting on the date of such Selling Shareholder’s purchase and receipt of the Consideration Securities, offer or sell any of the Consideration Securities (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person other than in accordance with Regulation S or pursuant to an effective registration statement under the Securities ActAct or any available exemption therefrom and, in any case, in accordance with applicable state securities laws and (5) it will, after the expiration of such 40 day period, offer, sell, pledge or otherwise transfer the Consideration Securities (or create or maintain any derivative position equivalent thereto) only pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws. Each Executing Shareholder has confirmed on the signature page hereto whether such Executing Shareholder is a Regulation D Investor and/or a Regulation S Investor, and such Executing Shareholder represents and warrants that the information set forth in its respective signature page is true and correct. Selling Shareholder should refer to the definition of terms set forth in Appendix A for additional information. Execution Copy (c) Such Selling Shareholder understands that the Consideration Securities have not been registered under the Securities Act and the Consideration Securities are being issued in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the accuracy of its representations set forth herein. Moreover, such Selling Shareholder understands that Parent is under no obligation to register the Consideration Securities with the SEC in the United States, except as set forth in the IXX (as defined in Section 8.03(d)(vi) ). (d) Such Selling Shareholder understands and agrees that the Consideration Securities cannot be offered, resold or otherwise transferred except pursuant to (i) an effective registration statement under the Securities Act covering such offer, sale or transfer and such offer, sale or transfer is made in accordance with such registration statement, or (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an available exemption from the registration requirements of the Securities Actregistration, as confirmed in an opinion of the Purchaser’s counsel acceptable which case such Selling Shareholder shall furnish Parent with, if reasonably requested by Parent, a customary representation letter, in form and substance reasonably satisfactory to the Company. (v) The Purchaser Parent. Such Selling Shareholder hereby acknowledges covenants and agrees that he, she or it will not offer, sell or otherwise transfer such Consideration Securities except in compliance with this Section 4.08 and with Applicable Law. In order to prevent any transfer from taking place in violation of this Agreement or Applicable Law, each Selling Shareholder hereby agrees that Parent may cause a stop transfer order to be placed with the Transfer Agent with respect to the Consideration Securities; provided, however, that such stop order shall be immediately removed on the date that such Consideration Securities no longer bear a restrictive legend in accordance with Section 2.09(a) and/or any of the certificates representing circumstances requiring the Founder Warrants removal of such restrictive legend as set forth in Section 2.09(b) have occurred (and regardless of whether Parent caused the removal of such legend in accordance with its obligation pursuant to Section 2.09(b)). Parent will not be required to transfer on its books any shares of Common Stock purchased upon the exercise Consideration Securities that have been sold or transferred in violation of any Found Warrant) shall bear a legend substantially as follows:provision of this Agreement or Applicable Law. Execution Copy

Securities Laws. (ia) The Purchaser represents Holder acknowledges that the Underlying Shares are being offered and warrants sold by the Company in accordance with Section 4(a)(2) and/or Regulation D under the Securities Act and that it the Underlying Shares will acquire constitute “restricted securities” as defined in Rule 144 under the Founder Warrants to be purchased by it hereunder Securities Act. Neither this Warrant nor the Underlying Shares have been registered under the Securities Act, or any state securities laws (and any shares of Common Stock purchased upon “Blue Sky Laws”). This Warrant has been acquired for the exercise of any Found Warrant) for its Holder’s own account for the purpose of investment purposes and not with a current view to distribution or resale and may not be sold or otherwise transferred (i) without an effective registration statement for such Warrant under the resale or distribution of any part thereof Securities Act and the Purchaser has no present intention of selling, granting any participation insuch applicable Blue Sky Laws, or otherwise distributing (ii) unless Holder shall have delivered to the sameCompany an opinion of counsel to the effect that the Warrant or such portion of the Warrant to be sold or transferred may be sold or transferred under an exemption from such registration (provided, however, that no such opinion of counsel shall be required in connection with any transfer of the Warrant pursuant to Rule 144 of the Securities Act); provided, that the foregoing conditions shall not apply to any transfer of this Warrant from Purchaser to any Affiliate, managed fund or account of Symbiotic Capital Management Co. LLC. (iib) The Purchaser acknowledges Holder represents that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) 501 of Regulation DD promulgated under the Securities Act. Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this Warrant Certificate and the Underlying Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and the business, properties, prospects and financial condition of the Company. Xxxxxx acknowledges that it did not learn of the investment in this Warrant as amendeda result of any general solicitation or general advertising. (c) The Company covenants and agrees that all Underlying Shares will, upon issuance and payment therefor, be legally and validly issued and outstanding, free from all taxes, liens, charges and preemptive or similar rights, if any, with respect thereto or to the issuance thereof. The Company will take all such action as may be reasonably necessary or appropriate to assure that the Underlying Shares may be issued as provided herein without violating any applicable law or regulation, or any requirements of the Trading Market upon which the Common Stock may be listed. (d) The certificates representing the Underlying Shares, if applicable, will bear the following or similar legend, unless the Company determines otherwise in compliance with applicable law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” With respect to any Underlying Shares bearing a restrictive legend, the Company agrees that following such time as the restrictive legend is no longer required because the Underlying Shares (1) are registered for resale under the Securities Act and have been sold pursuant to the Plan of 1933, as amended (Distribution set forth in the “Securities Act”)registration statement relating thereto, or has consulted a “purchaser representative” as defined in (2) have been sold pursuant to Rule 501(h) 144 of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an another exemption from the registration requirements of the Securities ActAct that would permit the removal of the legend set forth above, upon the Holder’s written request the Company shall deliver a certificate or book-entry position representing such Underlying Shares that is free from all restrictive and other legends or, at such Holder’s election, deliver such Underlying Shares to an account designated by such Holder. In the event the Company is obligated to deliver Underlying Shares to a Holder without restrictive legend pursuant to this Warrant, the Company will, no later than the later of the earlier of (i) two (2) Business Days and (ii) the number of Business Days comprising the Standard Settlement Period following the request by the Holder to deliver Underlying Shares without restrictive legend pursuant to this Section 6(d) (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate or book-entry position representing such Underlying Shares that is free from all restrictive and other legends or, at such Holder’s election, deliver such Underlying Shares to an account designated by such Holder. Notwithstanding anything to the contrary set forth herein, in the event the Holder has been issued a certificate representing Underlying Shares that bears a restrictive legend and the Holder submits a request to have the legends from such certificate removed in accordance with this Section 6(d), then the Legend Removal Date shall be the later of (i) the time specified in the definition above and (ii) the date Holder delivers the certificate representing the relevant Underlying Shares to the Company or its transfer agent, or, if the certificate has been lost, delivers an executed affidavit of loss to the Company or its transfer agent. In addition to such Holder’s other available remedies, if the Company fails to deliver unlegended Underlying Shares to the Holder by the Legend Removal Date as confirmed required by this Section 6(d), the Company shall pay to the Holder, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP on the date Holder requests such unlegended Shares be delivered pursuant to this Section 6(d)) subject to the request, $10 per Business Day (increasing to $20 per Business Day on the third Business Day after the Legend Removal Date) for each Business Day after the Legend Removal Date until such certificate or book-entry position is delivered without a restrictive or other legend or such Underlying Shares are delivered to an account designated by the Holder and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the Legend Removal Date a certificate or book-entry position representing the Underlying Shares to be delivered to such Holder that is free from all restrictive and other legends or to deliver Underlying Shares to an account designated by such Holder and (b) if after the Legend Removal Date such Holder purchases (in an opinion of the Purchaser’s counsel acceptable to the Company. (vopen market transaction or otherwise) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of Underlying Shares that such Holder anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased upon (including brokerage commissions and other out-of-pocket expenses, if any) (the exercise “Buy-In Price”) over the product of (A) such number of Underlying Shares that the Company was required to deliver to Holder by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on the Exchange on any Found WarrantBusiness Day during the period commencing on the date of such Holder’s request to the Company to deliver the applicable Underlying Shares (or, if applicable, the date such Holder delivers to the Company or its transfer agent the certificate representing the applicable Underlying Shares) shall bear a legend substantially as follows:and ending on the date of such delivery and payment under this paragraph.

Securities Laws. (ia) The Purchaser represents Each Releasee acknowledges and warrants understands that it will acquire the Founder Settlement Shares and the Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon have not been registered under the exercise Securities Act, or the securities laws of any Found Warrant) for its own account for the purpose of investment state, and not with a view to the resale or distribution of any part thereof that such Settlement Shares and the Purchaser has no present intention of selling, granting any participation in, Warrants may not be offered or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, sold unless first registered under the Securities Act and any applicable state securities laws, or unless such offer or sale is exempt from registration. (b) Except to the extent contemplated by the Customers pursuant to Section 7.2, each Releasee is purchasing the Settlement Shares and the Warrants for investment purposes, has no current intention to sell the Settlement Shares or the Warrants and will not sell or dispose of the Settlement Shares and the Warrants in violation of applicable United States federal and state securities laws. (c) Each Releasee has received a copy of the most recent annual report on Form 10-K and the three most recent quarterly reports on Form 10-Q, and is aware that Warner has suffered significant losses, will report additional losses in the fourth quarter and has serious cash flow problems. (d) Each Releasee agrees that the following legend may be placed on any certificates evidencing the Settlement Shares and on any other securities issued in respect of the Settlement Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL TO THE COMPANY OR OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." Each Releasee understands that, so long as amended (the “Securities Act”)above legend remains on the certificates representing the Settlement Shares, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D Warner may maintain appropriate "stop transfer" orders with respect to the Founder Warrants Settlement Shares on its books and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges records and with its registrar and transfer agent. Each Releasee agrees that prior to any proposed transfer of the Founder Warrants (Settlement Shares and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” as a condition thereto, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act inasmuch as they are or will be acquired from an opinion of counsel to Warner (or other counsel reasonably acceptable to Warner and its counsel) that the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities Settlement Shares may be resold sold publicly without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectthe respective Releasee will, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and if requested by applicable provisions of the Securities Act. (iv) Without limiting the foregoingWarner, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except deliver to Warner (i) a transfer pursuant an agreement by such transferee to an effective registration statement under the Securities Act, impression of the restrictive legends set forth above on the Settlement Shares and (ii) an agreement by such transferee that Warner may place a "stop transfer" order with Warner's transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companyagent and registrar. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchased Securities are being or will be acquired by the Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof in any transaction which would be in violation of state or federal securities laws or which would require the issuance and sale of the Purchased Securities hereunder to be registered under the Securities Act, subject, however, to the resale or distribution disposition of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samePurchaser’s property being at all times within its control. (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iiic) The Purchaser acknowledges and agrees understands that (i) the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will Purchased Securities constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from Act, (ii) the Company in a transaction offer and sale of the Purchased Securities hereunder is not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration registered under the Securities Act only or under any “blue sky” laws in reliance upon certain limited circumstances. Each Subscriber exemptions from such registration and that the Borrower is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed relying on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be representations made herein by the Purchaser in its determination of whether such specific exemptions are available, and (iii) the Purchased Securities may not be transferred except (i) a transfer pursuant to an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act and under applicable “blue sky” laws or in a transaction exempt from such registration. The Purchaser acknowledges that it has no right to require registration thereof under the Securities Act or any “blue sky” laws (except as otherwise provided in the Registration Rights Agreement). (d) The Purchaser (i) has been given an opportunity to have access to all material books and records of the Borrower and each of the Subsidiaries and all of their respective material contracts, agreements and documents and (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer has had an opportunity to a third party in a cash transaction pursuant to an exemption from the registration requirements ask questions of, and receive answers from, representatives of the Securities ActBorrower and its Subsidiaries and which representatives have made available to them such information regarding the Borrower and its Subsidiaries and their current respective businesses, as confirmed operations, assets, finances, financial results, financial condition and prospects in an opinion order to make a fully informed decision to purchase and acquire the Purchased Securities. The foregoing, however, does not limit or modify the representations and warranties set forth in Article 6 of this Agreement or in any other Note Document or the right of the Purchaser’s counsel acceptable Purchaser to the Companyrely thereon. (vi) The Purchaser hereby acknowledges and agrees the Borrower have a pre-existing business relationship, or (ii) the Purchaser, by reason of its own business and financial experiences and/or that each of its professional advisors, can reasonably be assumed to have the certificates representing capacity to protect their own interests in connection with the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:Transactions.

Securities Laws. (ia) The Purchaser represents No securities of the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as the Original Class A Notes have been issued and warrants that it will acquire sold by the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon Issuer within the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view six-month period immediately prior to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samedate hereof. (iib) The Purchaser acknowledges that it can bear Neither the economic risk and complete loss of its potential investment in Issuer or the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” Parent nor any affiliate (as defined in Rule 501(a144 under the Securities Act) of Regulation Dthe Issuer or the Parent has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as amended, defined in the Securities Act) that is or will be integrated with the sale of the Original Class A Notes in a manner that would require the registration under the Securities Act of 1933, the Original Class A Notes or (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Original Class A Notes (as amended (those terms are used in Regulation D under the “Securities Act”), or has consulted a “purchaser representative” as defined offered to sell or solicited offers to buy Original Class A Notes in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not manner involving a public offering within the meaning of Section 4(2) of the Securities Act, including publication or release of articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Assuming the accuracy of the representations and thatwarranties of the Note Purchasers in each Note Purchase Agreement and assuming the accuracy of the statements in the certificate to be delivered by the Placement Agent pursuant to Section 6.11, the Indenture is not required to be qualified under applicable laws the Trust Indenture Act. (d) Assuming the accuracy of the representations and applicable regulationswarranties of the Note Purchasers in each Note Purchase Agreement and assuming the accuracy of the statements in the certificate to be delivered by the Placement Agent pursuant to Section 6.11, such securities may be resold without no registration under the Securities Act only of the Original Class A Notes is required in certain limited circumstances. Each Subscriber is familiar connection with Rule 144 promulgated the sale of the Original Class A Notes to the Note Purchasers as contemplated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActNote Purchase Agreements. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (a) As promptly as practical following the date hereof, the Company shall, in conformity with applicable Law, use commercially reasonable efforts to obtain written consents in substantially the form of Exhibit A executed by the requisite holders of capital stock of the Company. (b) The Company shall use its commercially reasonable efforts to assist Parent, to the extent necessary, to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the Merger. Without limiting the foregoing, Company covenants and agrees to undertake any or all the following: (i) The Purchaser represents and warrants Company will provide Parent, not less than two (2) business days prior to circulating to the recipients thereof, a draft of any document that it will acquire Company intends to provide to the Founder Warrants Company Stockholders to be purchased by it hereunder used in connection with obtaining the Written Consent (each. a “Consent Request Document”). Parent shall have the right to review and comment on any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof Consent Request Document and the Purchaser has no present intention of selling, granting Company shall use reasonable efforts to include any participation in, or otherwise distributing the samecomments reasonably provided by Parent in such documents. (ii) The Purchaser acknowledges If so requested by Parent, Company will use all reasonable efforts to assist Parent in compliance with alternative exemption to Rule 506; provided further that it can Parent shall have no obligation to make any such request. (c) Each certificate representing Parent Common Stock issued in the Merger may bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an following legend: “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE “Securities ActACT”), or has consulted a “purchaser representative” as defined in Rule 501(hOR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.” (d) of Regulation D with respect Notwithstanding anything herein to the Founder contrary, from the date hereof until the Effective Time, the Company shall not issue any shares of capital stock to any Person whom the Company does not reasonably believe to be an Accredited Investor, except pursuant to the terms of Company Options, Company Warrants and or Company Preferred Stock outstanding on the transactions contemplated by date of this Agreement. (iiie) The Purchaser acknowledges and agrees that When the Founder Warrants (and any shares of Parent Common Stock purchased upon issued in connection with the exercise of any Found Warrant) will constitute “restricted securities” Merger become eligible for resale under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion Parent will use its commercially reasonable efforts to provide any consents or legal opinions necessary to allow the holders of such stock to sell the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Parent Common Stock purchased upon issued in the exercise of any Found Warrant) shall bear a legend substantially as follows:Merger, subject to trading windows, compliance with Parent’s xxxxxxx xxxxxxx policy and applicable Law.

Securities Laws. (i) The Purchaser (on his behalf and on behalf of any nominee or designee of the Purchaser who receives any of the Securities) hereby represents and warrants to and covenants with the Company that: (a) Purchaser has adequate means of providing for his current needs and possible contingencies, and has no need now, and anticipates no need in the foreseeable future, to sell the Securities. Purchaser is able to bear the economic risks of this investment, and consequently, without limiting the generality of the foregoing, Purchaser is able to hold the Securities for an indefinite period of time and has sufficient net worth to sustain a loss of the entire investment in the Securities in the event such loss should occur. (b) Purchaser recognizes that it will acquire its investment in the Founder Warrants Securities involves a high degree of risk which may result in the loss of the total amount of the investment. Purchaser acknowledges that he is aware of and has carefully considered all risks incident to be purchased by it hereunder the purchase of the Securities, including without limitation those discussed in SCHEDULE 4.3(B). (and any shares of Common Stock purchased upon c) Purchaser is acquiring the exercise of any Found WarrantSecurities for his own account (as principal) for its own account for the purpose of investment and not with a view to the distribution or resale thereof. Purchaser has not offered or distribution sold any portion of any part thereof the Securities and the Purchaser has no present intention of selling, granting any participation in, dividing the Securities with others or of reselling or otherwise distributing disposing of any portion of the sameSecurities. (d) PURCHASER IS AWARE THAT HE MUST BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE, AND THEREFORE CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION IS AVAILABLE AND, FURTHER, THAT ONLY THE COMPANY CAN TAKE ACTION TO REGISTER THE SECURITIES, AND THE COMPANY IS UNDER NO OBLIGATION TO DO SO. PURCHASER ALSO RECOGNIZES THAT NO FEDERAL OR STATE AGENCY HAS PASSED UPON THE SECURITIES OR MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF AN INVESTMENT IN THE SECURITIES. (e) Purchase has reviewed, understands and agrees to the terms of the Series C Preferred Stock as set forth in the Certificate of Designations and the terms of his Warrant as set forth in the Warrant Certificate. Purchaser acknowledges and agrees that the Series C Preferred Stock has equal rights with either or both of the Series A and B Preferred Stock with respect to dividends, voting rights, conversion rights, redemption rights and liquidation preferences. (f) Purchaser (i) acknowledges receipt of sufficient information from the Company concerning the business of the Company and its Subsidiaries in order for Purchaser to make a fully informed investment decision, (ii) has had the opportunity to review and obtain copies of any information which the Company possesses and is desired by Purchaser relating to the Securities and the Company and its Subsidiaries (including without limitation copies of the SEC Filings), and (iii) has been given the opportunity to meet with officials of the Company and to have said officials answer any questions regarding the terms and conditions of this particular investment, and all such questions have been answered to Purchaser's full satisfaction. While the Company has attempted to provide information that is as accurate as possible, Purchaser acknowledges and agrees that the Company and its representatives cannot and do not make any assurances, representations or warranties with respect to any such information, except for the representations expressly set forth herein concerning information included in the SEC Filings. All information described in this Section 4.3(f), including without limitation the information included in the SEC Filings, is qualified in all respects by the Risk Factors discussed in SCHEDULE 4.3(B). The Purchaser acknowledges that it can bear the economic risk has sufficient knowledge and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, financial and business and tax matters as to enable it him to evaluate the merits and risks of the an investment in the Founder WarrantsSecurities. The In addition, in reaching the conclusion that he desires to acquire the Securities, Purchaser has carefully evaluated his financial resources and investments, has consulted with such legal, accounting and other experts as necessary or appropriate, and acknowledges and represents that Purchaser is able to bear the economic risks of this investment. Purchaser acknowledges and understands that none of the information provided or made available by or on behalf of the Company constitutes any legal, tax or investment advice. (g) Purchaser is an “accredited investor” "ACCREDITED INVESTOR" as such term is defined in Rule 501(a) of Regulation D, as amended, 501 under the Securities Act Act. Purchaser will provide to the Company such information as may be reasonably requested by the Company to enable it to satisfy itself as to such status and the knowledge and experience of 1933Purchaser and his ability to bear the economic risk of an investment in the Shares. Unless otherwise specified on such Purchaser's Signature Page, as amended such Purchaser is a current stockholder of the Company. (h) All representations and warranties made by Purchaser in this Agreement and all other oral or written information provided by Purchaser to the “Securities Act”)Company is and are true, correct and complete in all material respects, and, if there should be any material change in such information prior to the acceptance of this Agreement, Purchaser will immediately furnish such revised or has consulted a “purchaser representative” as defined in Rule 501(hcorrected information to the Company. (i) The address and social security number or federal tax identification number set forth on the Purchaser's Signature Page are his true and correct state (or other jurisdiction) of Regulation D with respect residence and social security number or federal tax identification number. Purchaser has no present intention of becoming a resident of any other state or jurisdiction. Purchaser is not subject to backup withholding and will provide such forms and documents as may be required by the Company to evidence his exemption from backup or other withholding taxes and hereby consents to withholding of any applicable taxes from his distributions from the Company. (j) Purchaser acknowledges and understands that certain of the information that he has received regarding the Company and its Subsidiaries may be material, non-public information, and that Purchaser will not be able to trade in the Common Stock while in possession of such information until that information has been properly disseminated to the Founder Warrants public or becomes immaterial to the Company and its Subsidiaries. (k) Purchaser acknowledges and agrees that if Purchaser is more than one person, the obligations of the Purchaser are and shall be joint and several, and the transactions contemplated representations and warranties herein contained are and shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators, successors or assigns; that if the Purchaser is purchasing the Purchased Securities in a fiduciary capacity, the representations, warranties and agreements contained herein shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing; and that the representations and warranties of the Purchaser as set forth herein shall continue in effect following the sale of the Purchased Securities pursuant hereto. In the event that execution hereof by Purchaser is performed by any person as agent for or other representative of the Purchaser, such person represents that he is duly authorized and empowered to sign and deliver this document on behalf of the Purchaser in the capacity stated and that the Purchaser will be bound by this Agreement. (iiil) The Purchaser acknowledges that it understands the meaning and agrees legal consequences of the representations, warranties and covenants set forth in this Section 4.3 and that the Founder Warrants (Company has relied and will rely upon such representations, warranties, covenants and certifications, and Purchaser hereby agrees to indemnify, DEFEND and hold harmless the Company and its officers, directors, controlling persons, agents and employees, from and against any and all loss, damage or liability, joint or several, and any shares action in respect thereof, to which any SUCH person may become subject due to or arising out of Common Stock purchased upon the exercise a breach of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are of purchaser's representations, warrantIES or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:covenantS.

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire Each Seller is acquiring the Founder Warrants to be purchased by it hereunder (and any shares of Common AgEagle Stock purchased upon the exercise of any Found Warrant) solely for its or his own account for the purpose of investment purposes only and not with a view to the to, or for offer or sale in connection with, any resale or distribution of thereof or any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser interest therein. Each Seller acknowledges that it can the shares of AgEagle Stock are not registered under the Securities Act or any state securities laws, and that such shares of AgEagle Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Each Seller is able to bear the economic risk and complete of holding the shares of AgEagle Stock for an indefinite period (including total loss of its potential investment investment), and has sufficient knowledge and experience in the Founder Warrants financial and business matters so as to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate capable of evaluating the merits and risks risk of its investment. No Seller has any present or contemplated future need to dispose of all or any portion of the investment in the Founder Warrants. The Purchaser AgEagle Stock to satisfy any existing or contemplated undertaking, need or indebtedness. (b) Each Seller is an “accredited investor” as defined in Rule 501(a) of Regulation DD under the Securities Act. Each Seller, either alone or together with its Representatives, has such knowledge, skill, sophistication and experience in business, financial and investment matters so as amendedto be capable of evaluating the merits and risks of the prospective investment in the AgEagle Stock, and has so evaluated the merits and risks of such investment and, to the extent a Seller has deemed it appropriate to do so, such Seller has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in the AgEagle Stock. Seller is able to bear the economic risk of an investment in the AgEagle Stock and is able to afford a complete loss of such investment. (c) Each Seller understands that the AgEagle Stock will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission promulgated thereunder provide in substance that Sellers may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. Each Seller further understands that Buyer has no obligation or intention to register the sale of 1933any of the AgEagle Stock to be received by Sellers in the transaction contemplated hereby, or take any other action so as amended (to permit sales pursuant to, the “Securities Act”). Accordingly, or has consulted each Seller understands that Sellers may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act, including (without limitation) a “purchaser representativeprivate placement,” in which event the transferee will acquire such shares as defined “restricted securities” and subject to the same limitations as in Rule 501(hthe hands of a Seller. Each Seller further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, each Seller understands that Sellers may have to bear the economic risks of an investment in the AgEagle Stock for an indefinite period of time. (d) Each Seller acknowledges that it has reviewed the periodic reports filed by Buyer with the Securities and Exchange Commission and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Regulation D Buyer concerning the terms and conditions of the AgEagle Stock and the merits and risks of investing in the AgEagle Stock; (ii) access to information about Buyer and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Buyer possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Founder Warrants investment. Each Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the AgEagle Stock. Each Seller has made, either alone or together with its advisors, such independent investigation of Buyer, its management, business, prospects and related matters as such Seller deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the AgEagle Stock through the transactions contemplated by this Agreement. Each Seller and such advisors have received all information and data that each Seller and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the AgEagle Stock through the transactions contemplated by this Agreement. (iiie) The Purchaser acknowledges and agrees Each Seller understands that the Founder Warrants (and any shares of Common AgEagle Stock purchased are being offered and sold to it in reliance upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption specific exemptions from the registration requirements of foreign, federal and state securities laws and that Buyer is relying upon the Securities Acttruth and accuracy of, as confirmed and each Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Seller set forth herein in an opinion order to determine the availability of such exemptions and the Purchaser’s counsel acceptable eligibility of such Seller to acquire the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:AgEagle Stock.

Securities Laws. (i) The Purchaser represents You acknowledge that you are acquiring this Option, and warrants that it will acquire the Founder Warrants right to purchase the shares of Common Stock subject to this Option, for investment purposes only and not with a view toward resale or other distribution thereof to the public which would be purchased by it hereunder (in violation of the Securities Act. You agree and acknowledge with respect to any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and that have not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) been registered under the Securities Act, that: (i) you will not sell or otherwise dispose of such shares of Common Stock, except as presently permitted pursuant to a registration statement declared effective under the Securities Act and qualified under any applicable state securities laws, or in effecta transaction which in the opinion of counsel for the Company is exempt from such required registration, and understands the resale limitations imposed (ii) that a legend containing a statement to such effect will be placed on the Founder Warrants (and any certificates evidencing such shares of Common Stock. Further, as additional conditions to the issuance of the shares of Common Stock purchased subject to this Option, you agree (with such agreement being binding upon any of your beneficiaries, heirs, legatees and/or legal representatives) to do the exercise following prior to any issuance of any Found Warrantsuch shares of Common Stock: (i) thereby to execute and deliver to the Company such investment representations and warranties as are required by applicable provisions of the Company; (ii) to enter into a restrictive stock transfer agreement if required by the Board; and (iii) to take or refrain from taking such other actions as counsel for the Company may deem necessary or appropriate for compliance with the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any other applicable federal or state securities laws, regardless of whether the shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement have at that time been registered under the Securities Act, or otherwise qualified under any applicable state securities laws. Miscellaneous: • This Option Agreement may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Option Agreement may be amended or terminated by the Board or the Committee without your consent in accordance with the provisions of the Plan. • The failure of the Company to enforce any provision of this Option Agreement at any time shall in no way constitute a waiver of such provision or of any other provision hereof. • In the event any provision of this Option Agreement is held illegal or invalid for any reason, such illegality or invalidity shall not affect the legality or validity of the remaining provisions of this Option Agreement, and this Option Agreement shall be construed and enforced as if the illegal or invalid provision had not been included in the Option Agreement. • As a condition to the grant of this Option, you agree (iiwith such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) a transfer complying with Rule 144 (as then in effect) that this Option Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Option Agreement or (iii) a transfer to a third party in a cash transaction the Plan, and any determination made by the Committee pursuant to an exemption from this Option Agreement or the registration requirements of the Securities ActPlan, as confirmed shall be final, binding and conclusive. • This Option Agreement may be executed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:counterparts. Authorized Officer Optionee

Securities Laws. (i) The Purchaser represents and warrants that it will acquire This Section shall be applicable if, on the Founder Warrants Award Date or any Issuance Date, the Shares subject to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and this Award have not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, been registered under the Securities Act of 1933, as amended (amended, and under applicable state securities laws, and shall continue to be applicable for so long as such registration has not occurred. The Grantee hereby agrees, warrants and represents that Grantee is acquiring the “Securities Act”)Units and Shares to be issued pursuant to this Agreement for Grantee’s own account for investment purposes only, and not with a view to, or has consulted a “purchaser representative” in connection with, any resale or other distribution of any of such Units or Shares, except as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) hereafter permitted. The Purchaser acknowledges and Grantee further agrees that the Founder Warrants (and Grantee will not at any shares time make any offer, sale, transfer, pledge or other disposition of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are such Units or will Shares to be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold issued hereunder without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements Act of the Securities Act1933, as confirmed in amended, and under any applicable state securities laws or an opinion of the Purchaser’s counsel acceptable to the Company. Corporation to the effect that the proposed transaction will be exempt from such registration. The Grantee shall execute such instruments, representations, acknowledgments and agreements as the Corporation may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or securities exchange rule, regulation or law. The certificates for the Shares to be issued pursuant to this Agreement shall bear the following securities legend (v) “Securities Legend”): The Purchaser hereby acknowledges shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and agrees may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Corporation that each the proposed transaction will be exempt from such registration. The Securities Legend shall be removed upon registration of the certificates representing legended shares under the Founder Warrants (Securities Act of 1933, as amended, and under any applicable state laws or upon receipt of any opinion of counsel acceptable to the Corporation that said registration is no longer required. The sole purpose of the agreements, warranties, representations and legend set forth in this Section is to prevent violations of the Securities Act of 1933, as amended, and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:applicable state securities laws.

Securities Laws. (i) The Purchaser represents By acceptance of this Warrant, txx Xxxxxx xxxxxsents to the Company that the Holder is "accredited investor" within the meaning of Rule 501 of Regulation D adopted under the Securities Act, as presently in effect, or not a "U.S. person" within the meaning of Rule 902 adopted under the Securities Act and warrants is acquiring the Securities in an "offshore transaction" as defined in Rule 902, that it will acquire this Warrant is being acquired for the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its Holder's own account and for the purpose of investment and not with a view to to, or for sale in connection with, the resale or distribution of thereof, nor with any part thereof and the Purchaser has no present intention of sellingdistributing or selling the Warrant or the Common Stock issuable upon exercise of the Warrant, granting any participation in, or otherwise distributing and that it is an investor in securities of companies in the same. (ii) The Purchaser development stage and acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has such knowledge and experience in such investment, financial, financial or business and tax matters as to enable that it to evaluate is capable of evaluating the merits and risks of the investment in the Founder Warrantsshares subject to this Warrant. The Purchaser is an “accredited investor” as defined in Rule 501(aHolder acknowledges and agrees that this Warrant and the Common Stock issuable upon exercise of this Warrant (if any) have not been (and at the time of Regulation Dacquisition by the Holder, as amended, will not have been or will not be) registered under the Securities Act or under the securities laws of 1933any state, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) reliance upon certain exemptive provisions of Regulation D with respect to the Founder Warrants such statutes. The Holder further recognizes and acknowledges that because this Warrant and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased issuable upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as this Warrant are unregistered, they are or will may not be acquired from the Company in a transaction not involving a public offering eligible for resale, and that, under applicable laws and applicable regulations, such securities may only be resold without registration under in the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer future pursuant to an effective registration statement under the Securities ActAct and any applicable state securities laws, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer pursuant to a third party in a cash transaction pursuant to an valid exemption from the such registration requirements and that the Holder may, therefore, be required to bear the economic risk of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companysuch investment indefinitely. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. The offer, issue and sale of the Shares, the Warrant and the Warrant Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (ior are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Restrictions on Transfer of Shares Under Securities Laws. (a) The Purchaser Investor understands and agrees that the Shares, the Warrant and the Warrant Shares have not been registered under the Securities Act and that, accordingly, they will not be fully transferable except as permitted under various exemptions contained in the Securities Act or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. The Investor acknowledges that it must bear the economic risk of its investment in such securities for an indefinite period of time since they have not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available. (b) The Investor hereby represents and warrants that it will acquire is acquiring the Founder Warrants to be purchased by it hereunder (Shares, the Warrant and any shares of Common Stock purchased upon the exercise of any Found Warrant) Warrant Shares for investment purposes only, for its own account account, and not as nominee or agent for any other Person, and not with the purpose view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. (c) The Investor hereby agrees with the Company as follows: (i) The certificates evidencing the Shares, the Warrant and the Warrant Shares, and each instrument or certificate issued in transfer thereof, will bear substantially the following legends: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 and have been taken for investment purposes only and not with a view to the resale distribution thereof, and such securities may not be sold or distribution transferred unless there is an effective registration statement under such Act covering such securities or the issuer corporation receives an opinion of any part thereof counsel (which may be counsel for the issuer corporation) stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of such Act." "The securities evidenced by this certificate are subject to, and transferable only in accordance with, the Purchaser has no present intention provisions of sellinga Securities Purchase and Registration Rights Agreement between Bentley International, granting any participation inInc. (the "Company") and Interiors, or otherwise distributing Inc. ("Interiors"). A copy of this agreement is on file in the sameoffice of the Secretary of the Company." "The securities evidenced by this certificate are subject to the provisions of a Pledge Agreement between the Company and Interiors. A copy of this agreement is on file in the office of the Secretary of the Company." 1. A copy of this agreement is on file in the office of the Secretary of the Company." (ii) The Purchaser acknowledges that it can bear certificates representing the economic risk and complete loss of its potential investment in Shares, the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants Warrant and the transactions contemplated by this AgreementWarrant Shares and each instrument or certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to Absent an effective registration statement under the Securities Act, covering the disposition of the Shares, the Warrant and the Warrant Shares, the Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Shares, the Warrant and the Warrant Shares without first providing the Company with an opinion of counsel (iiwhich may be counsel for the Company) a transfer complying with Rule 144 (as then in effect) to the effect that such sale, transfer, assignment, pledge, hypothecation or (iii) a transfer to a third party in a cash transaction pursuant to an exemption other disposition will be exempt from the registration and the prospectus delivery requirements of the Securities Act, as confirmed in an opinion Act and the registration or qualification requirements of the Purchaser’s counsel acceptable any applicable state securities laws. (iv) The Investor consents to the Company's making a notation on its records or giving instructions to any transfer agent of the Shares, the Warrant and the Warrant Shares in order to implement the restrictions on transfer set forth in this subsection (c). (vd) The Purchaser Investor hereby acknowledges and agrees that each with the Company that, without the prior written consent of the certificates representing Company, it will not sell or transfer any of the Founder Warrants (Shares or the Warrant Shares to any Person who, immediately after such sale or transfer, will own more than 4.9% of the issued and any shares of outstanding Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:Stock.

Securities Laws. (ia) The Purchaser represents and warrants Prior to the Closing, the Company shall not take any action that it would cause the number of its stockholders who are not "accredited investors" pursuant to Regulation D promulgated under the Securities Act to increase to more than thirty-five (35) during the term of this Agreement or that would cause any person who does not meet the standards of Regulation D required for "purchasers" under Regulation D to become a stockholder; PROVIDED, HOWEVER, that the Company will acquire the Founder Warrants to not be purchased by it hereunder (and any shares of Common Stock purchased precluded from issuing Company Shares upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale options or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samewarrants. (iib) The Purchaser acknowledges that it can bear Buyer, the economic risk Merger Sub, and complete loss the Surviving Corporation shall take such steps as may be necessary to comply with the securities and blue sky laws of its potential investment in all jurisdictions which are applicable to the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks issuance of the investment Merger Shares in connection with the Founder WarrantsMerger. The Purchaser is an “accredited investor” Company shall use its best efforts, to the extent commercially reasonable, to assist the Buyer as defined in Rule 501(amay be necessary to comply with such securities and blue sky laws. (c) of Regulation D, So long as amended, the Buyer or any successor entity has securities registered under the Securities Act of 1933, as amended (including the “Securities Act”rules and regulations promulgated thereunder, the " SECURITIES ACT "), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect the Exchange Act, the Buyer or such successor entity shall file all reports required to the Founder Warrants and the transactions contemplated be filed by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” it under the Securities Act inasmuch as they are or will be acquired from and the Exchange Act, all to the extent required pursuant to Rule 144 to enable stockholders who exchange Company in a transaction not involving a public offering Shares for Merger Shares pursuant to the terms of this Agreement to sell the Merger Shares pursuant to Rule 144 adopted by the Securities and that, under applicable laws and applicable regulations, such securities may be resold without registration Exchange Commission under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActCommission. (ivd) Without limiting If at any time after the foregoingEffective Time, no transfer the Buyer takes or fails to comply with its obligations under the immediately preceding paragraph (c), or if the Rule 144 is not available to the stockholders who exchange Company Shares for Merger Shares pursuant to the terms of the Founder Warrants (and any shares of Common Stock purchased upon the exercise this Agreement as a result of any Found Warrant) shall be made action taken or not taken by the Purchaser except (i) Buyer, then the Buyer shall enter into a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying rights agreement with Rule 144 (as then each such stockholder in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel form and substance reasonably acceptable to the CompanyBuyer and such stockholder. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it Series A Preferred Stock will acquire the Founder Warrants to be purchased acquired by it hereunder (and any shares Investor with its own funds for investment for an indefinite period of Common Stock purchased upon the exercise of any Found Warrant) time for its own account account, not as a nominee or agent for the purpose of investment any other person, firm or corporation, and not with a view to the resale sale or distribution of all or any part thereof thereof, and the Purchaser Investor has no present intention of selling, granting any participation in, or otherwise distributing distributing, the sameSeries A Preferred Stock. Investor does not have any contract, undertaking, agreement or arrangement with any person, firm or corporation to sell, transfer or grant participations to such person, firm or corporation, with respect to the Series A Preferred Stock. The entire legal and beneficial interest of the Series A Preferred Stock is being purchased for, and will be held for, Investor’s account and neither in whole nor in part for any other person. (iib) The Purchaser acknowledges Investor understands that it can bear the economic risk Series A Preferred Stock will not be registered under the Securities Act, in part based upon an exemption from registration predicated on the accuracy and complete loss completeness of its potential investment Investor’s representations and warranties appearing herein. (c) Investor is able to fend for itself in the Founder Warrants transactions contemplated by this Agreement relating to be purchased by it hereunder its purchase of the Series A Preferred Stock, has such knowledge and that the Purchaser has experience in such investment, financial, financial and business and tax matters as to enable it to evaluate be capable of evaluating the merits and risks of the its investment in the Founder Warrants. Company, has the ability to bear the economic risks of its investment for an indefinite period of time and has been furnished with and has had access to such information as Investor deems necessary and appropriate to enable Investor to evaluate the financial risk inherent in making an investment in the Series A Preferred Stock together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company. (d) All certificates or other documents representing the Series A Preferred Stock purchased under this Agreement and all certificates or other documents issued in transfer thereof or substitution therefor shall, where applicable, have endorsed thereon the following legends: (i) “The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (amended, and have been taken for investment purposes only and not with a view to the “Securities Act”)distribution thereof, and, except as stated in an agreement between the holder of this certificate, or has consulted a “purchaser representative” as defined its predecessor in Rule 501(h) of Regulation D with respect to the Founder Warrants interest, and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulationsissuer corporation, such securities may not be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber sold or transferred unless there is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under such Act covering such securities or the Securities issuer corporation receives an opinion of counsel (which may be counsel for the issuer corporation) stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of such Act, .” (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer Any legend required to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companybe placed thereon by any applicable state securities law. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents No securities of the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as the Notes, the Guarantees or the Royalty Rights have been issued and warrants that it will acquire sold by any Obligor within the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view six-month period immediately prior to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samedate hereof. (iib) The Purchaser acknowledges that it can bear Assuming the economic risk accuracy of the representations and complete loss warranties of its potential investment the Purchasers in each of the Purchase Agreements and assuming the accuracy of the statements in the Founder Warrants certificate to be purchased delivered by it hereunder and that the Purchaser has experience in Placement Agent pursuant to Section 6.5, neither such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” Obligor nor any affiliate (as defined in Rule 501(a144 under the Securities Act) of Regulation Dsuch Obligor has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as amendeddefined in the Securities Act) that is or will be integrated with the sale of the Notes, the Guarantees or the Royalty Rights in a manner that would require the registration under the Securities Act of 1933the Notes, the Guarantees or the Royalty Rights, (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Notes, the Guarantees or the Royalty Rights (as amended (those terms are used in Regulation D under the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, including publication or release of articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) engaged in any directed selling efforts within the meaning of Rule 902(c) of Regulation S. (c) Assuming the accuracy of the representations and thatwarranties of the Purchasers in each of the Purchase Agreements and assuming the accuracy of the statements in the certificate to be delivered by the Placement Agent pursuant to Section 6.5, (i) neither the Indenture nor any Guarantee is required to be qualified under applicable laws the U.S. Trust Indenture Act of 1939, as amended, and applicable regulations, such securities may be resold without (ii) no registration under the Securities Act only of the Notes, the Guarantees or the Royalty Rights is required in certain limited circumstances. Each Subscriber is familiar connection with Rule 144 promulgated the sale thereof to the Purchasers (or, in the case of the Royalty Rights, any of their Affiliates) as contemplated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActTransaction Documents. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants Prior to the Closing, the Company shall not take any action that it would cause the number of its stockholders who are not "accredited investors" pursuant to Regulation D promulgated under the Securities Act to increase to more than thirty-five (35) during the term of this Agreement or that would cause any person who does not meet the standards of Regulation D required for "purchasers" under Regulation D to become a stockholder; provided, however, that the Company will acquire the Founder Warrants to not be purchased by it hereunder (and any shares of Common Stock purchased precluded from issuing Company Shares upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale options or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samewarrants. (iib) The Purchaser acknowledges that it can bear Buyer, the economic risk Merger Sub, and complete loss the Surviving Corporation shall take such steps as may be necessary to comply with the securities and blue sky laws of its potential investment in all jurisdictions which are applicable to the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks issuance of the investment Buyer Stock in connection with the Founder WarrantsMerger. The Purchaser is an “accredited investor” Company shall use its best efforts, to the extent commercially reasonable, to assist the Buyer as defined in Rule 501(amay be necessary to comply with such securities and blue sky laws. (c) of Regulation D, So long as amended, the Buyer or any successor entity has securities registered under the Securities Act of 1933, as amended (including the “rules and regulations promulgated thereunder, the "Securities Act”"), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect the Exchange Act, the Buyer or such successor entity shall file all reports required to the Founder Warrants and the transactions contemplated be filed by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” it under the Securities Act inasmuch as they are or will be acquired from and the Exchange Act, all to the extent required pursuant to Rule 144 to enable stockholders who exchange Company in a transaction not involving a public offering Shares for Buyer Stock pursuant to the terms of this Agreement to sell Buyer Stock pursuant to Rule 144 adopted by the Securities and that, under applicable laws and applicable regulations, such securities may be resold without registration Exchange Commission under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActCommission. (ivd) Without limiting If at any time after the foregoingEffective Time, no transfer the Buyer takes or fails to comply with its obligations under the immediately preceding paragraph (c), or if the Rule 144 is not available to the stockholders who exchange Company Shares for Buyer Stock pursuant to the terms of the Founder Warrants (and any shares of Common Stock purchased upon the exercise this Agreement as a result of any Found Warrant) shall be made action taken or not taken by the Purchaser except (i) Buyer, then the Buyer shall enter into a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying rights agreement with Rule 144 (as then each such stockholder in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel form and substance reasonably acceptable to the CompanyBuyer and such stockholder. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (a) The Seller acknowledges that the offer and sale of the Share Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Laws. (b) The Seller has been furnished all of the materials relating to Primo and the Share Consideration that have been requested and has been afforded an opportunity to ask questions of, and receive answers from, management of Primo in connection with the Share Consideration. The Seller has not been furnished with any oral or written representation in connection with the Share Consideration by or on behalf of Primo that it has relied on that is not contained in this Agreement. (c) The Seller: (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) 501 of Regulation DD under the Securities Act; (ii) has obtained, as amendedin the Seller’s judgment, sufficient information to evaluate the merits and risks of the Share Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with the Share Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the Share Consideration. (d) The Share Consideration is being acquired for the Seller’s own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any unlawful resale or distribution thereof. The Seller fully understands and agrees that it must bear the economic risk of the investment in the Share Consideration for an indefinite period of time because, among other reasons, such Share Consideration has not been registered under the Securities Act of 1933, as amended (or under the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise securities Laws of any Found Warrant) will constitute states, and, therefore, the Share Consideration is comprised of “restricted securities” and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act inasmuch and under the applicable securities Laws of such states or an exemption from such registration is otherwise available. Except as they are and solely to the extent set forth in the Registration Rights Agreement, the Seller understands that Primo is not under any obligation to register such Share Consideration on behalf of the Seller or will be acquired to assist the Seller in complying with any exemption from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstancesor applicable state securities Laws. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities ActThe Seller understands that Primo may require, as presently in effecta condition to registering the transfer of such Share Consideration, and understands an opinion of counsel satisfactory to Primo to the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Acteffect that such transfer does not violate such registration requirements. (ive) Without limiting The Seller intends that the foregoing, no transfer state securities Laws of Ohio alone (and not the securities Laws of any other state) will apply to its acquisition of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made Share Consideration. The Seller meets all suitability standards imposed by the Purchaser except (i) a transfer pursuant state of Ohio relating to an effective registration statement the purchase of the Share Consideration hereunder without registering such Share Consideration under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements securities Laws of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companysuch state. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants Prior to the Closing, the Company shall not take any action that it would cause the number of its stockholders who are not "accredited investors" pursuant to Regulation D promulgated under the Securities Act to increase to more than thirty-five (35) during the term of this Agreement or that would cause any person who does not meet the standards of Regulation D required for "purchasers" under Regulation D to become a stockholder; provided, however, that the Company will acquire the Founder Warrants to not be purchased by it hereunder (and any shares of Common Stock purchased precluded from issuing Company Shares upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale options or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samewarrants. (iib) The Purchaser acknowledges that it can bear Target, the economic risk Merger Sub, and complete loss the Surviving Corporation shall take such steps as may be necessary to comply with the securities and blue sky laws of its potential investment in all jurisdictions which are applicable to the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks issuance of the investment Target Stock in connection with the Founder WarrantsMerger. The Purchaser is an “accredited investor” Company shall use its best efforts, to the extent commercially reasonable, to assist the Target as defined in Rule 501(amay be necessary to comply with such securities and blue sky laws. (c) of Regulation D, So long as amended, the Target or any successor entity has securities registered under the Securities Act of 1933, as amended (including the “rules and regulations promulgated thereunder, the "Securities Act”"), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect the Exchange Act, the Target or such successor entity shall file all reports required to the Founder Warrants and the transactions contemplated be filed by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” it under the Securities Act inasmuch as they are or will be acquired from and the Exchange Act, all to the extent required pursuant to Rule 144 to enable stockholders who exchange Company in a transaction not involving a public offering Shares for Target Stock pursuant to the terms of this Agreement to sell Target Stock pursuant to Rule 144 adopted by the Securities and that, under applicable laws and applicable regulations, such securities may be resold without registration Exchange Commission under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActCommission. (ivd) Without limiting If at any time after the foregoingEffective Time, no transfer the Target takes or fails to comply with its obligations under the immediately preceding paragraph (c), or if the Rule 144 is not available to the stockholders who exchange Company Shares for Target Stock pursuant to the terms of the Founder Warrants (and any shares of Common Stock purchased upon the exercise this Agreement as a result of any Found Warrant) shall be made action taken or not taken by the Purchaser except (i) Target, then the Target shall enter into a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying rights agreement with Rule 144 (as then each such stockholder in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel form and substance reasonably acceptable to the CompanyTarget and such stockholder. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (a) The Seller and the Selling Parties have been furnished all of the materials relating to the Buyer, and its payment of the Purchase Price, that have been requested and each of them has been afforded an opportunity to ask questions of, and receive answers from, management of the Buyer in connection with the payment of the Purchase Price. The Seller and the Selling Parties have not been furnished with any oral or written representation in connection with the payment of the Purchase Price by or on behalf of the Buyer that each of them has relied on that is not contained in this Agreement. (b) Each of the Seller and the Selling Parties: (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) 501 of Regulation DD under the Securities Act of 1933, as amended; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the payment of the Purchase Price with securities of the Buyer; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such payment of the Purchase Price with securities of the Buyer and to make an informed investment decision with respect thereto, and (iv) has consulted with his or its own advisors with respect to the receipt of securities as part of the Purchase Price. (c) The securities being acquired hereunder are being acquired for each of the Seller and the Selling Parties’ own account for investment and not for the benefit or account of any other person and not with a view to, or in connection with, any unlawful resale or distribution thereof. Each of the Seller and the Selling Parties fully understands and agrees that it must bear the economic risk of the investment in securities received hereunder for an indefinite period of time because, among other reasons, such securities received hereunder have not been registered under the Securities Act of 1933, as amended (or under the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise securities laws of any Found Warrant) will constitute states, and, therefore, the securities are “restricted securities” and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act inasmuch as they are of 1933, amended and under the applicable securities laws of such states or will be acquired an exemption from such registration is otherwise available. Each of the Company in a transaction Seller and the Selling Parties understands that the Buyer is not involving a public offering and that, under applicable laws and applicable regulations, any obligation to register such securities may be resold without on the Seller and the Selling Parties’ behalf or to assist such Seller and Selling Parties in complying with any exemption from registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by or applicable provisions of the Securities Actstate securities laws. (ivd) Without limiting the foregoing, no transfer Each of the Founder Warrants (Seller and any shares the Selling Parties intends that the applicable state securities law will apply to its receipt of Common Stock purchased upon the exercise securities hereunder. Each of any Found Warrant) shall be made the Seller and the Selling Parties meets all suitability standards imposed by the Purchaser except (i) a transfer pursuant state securities laws relating to an effective registration statement the receipt of the securities as part of the Purchase Price hereunder without registering any of the Buyer’s securities under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements securities laws of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companysuch state. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (iCimmarron GP is an accredited investor within the meaning of the Rule 501(a) The Purchaser represents under the Securities Act, and warrants that it will acquire the Founder Warrants Units being acquired by Cimmarron GP pursuant to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) this Agreement are being acquired for its own account for the purpose of investment and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. Cimmarron GP is aware that no Governmental Entity has made any finding or determination as to the resale or distribution fairness of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential an investment in the Founder Warrants to be purchased by it hereunder Units, nor any recommendation or endorsement with respect thereto. Cimmarron GP acknowledges and understands that (i) the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks acquisition of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, Units has not been registered under the Securities Act of 1933in reliance on an exemption therefrom; (ii) the Units acquired by Cimmarron GP will, upon acquisition, be characterized as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering state and that, under applicable laws federal securities Laws; and applicable regulations, (iii) such securities Units may be resold sold without registration under the Securities Act such state and federal securities Laws only in certain limited circumstances. Each Subscriber Cimmarron GP has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Units and is familiar with Rule 144 promulgated capable of bearing the economic risks of such investment. Cimmarron GP acknowledges that it has received, sufficiently in advance of this Agreement as it deems necessary to evaluate an investment in the Units, a copy of the SEC Reports and has been informed that copies of exhibits to such SEC Reports will be made available to it upon written request. Neither Cimmarron GP nor anyone acting on its behalf has offered or sold or will offer or sell any of the Units by means of any form of general solicitation or general advertising or has taken or will take any action that would constitute a distribution of the U.S. Securities and Exchange Commission (the “SEC”) Units under the Securities Act, as presently in effect, and understands would render the resale limitations imposed on disposition of the Founder Warrants (and any shares Units a violation of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions Section 5 of the Securities Act. Act or any state or other applicable securities law, or would require registration (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effectunless registered) or (iii) a transfer to a third party in a cash transaction qualification pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companythereto. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D, as amended, D promulgated under the U.S. Securities Act of 1933, as amended amended, and all rules, rulings, and regulations thereunder (the “Securities Act”), and has executed and delivered such documents in evidence thereof as Seller has reasonably requested. (ii) Purchaser has been, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect prior to Closing will be, furnished access to the Founder Warrants business and financial records of the Target and such additional information and documents as Purchaser has requested or may request, and has been, or prior to Closing will be, afforded an opportunity to ask questions of, and receive answers from, representatives of Seller concerning the terms and conditions of this Agreement, the Target, Summit TRS, the Owners, operations, capitalization, financial condition, and prospects of the Target, Summit TRS, and the transactions contemplated by this AgreementOwners, and all other matters deemed relevant to Purchaser. (iii) The Purchaser is acquiring the Common Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction Interest is not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) registered under the Securities Act, as presently in effector any state securities Laws, and understands that the resale limitations imposed on Common Interest may not be transferred or sold except pursuant to the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable registration provisions of the Securities ActAct or pursuant to an applicable exemption therefrom and subject to state securities Laws and regulations, as applicable. (iv) Without limiting Purchaser has sufficient knowledge and experience in financial or business matters to evaluate the foregoing, no transfer merits and risks of an investment in the Common Interest in the Target. Purchaser can afford to bear the economic risk of holding the Common Interest in the Target for an indefinite period of time and can afford to suffer the complete loss of the Founder Warrants (and any shares of investment in the Common Stock purchased upon Interest in the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the CompanyTarget. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents Each Releasee acknowledges --------------- and warrants understands that it will acquire the Founder Settlement Shares and the Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon have not been registered under the exercise Securities Act, or the securities laws of any Found Warrant) for its own account for the purpose of investment state, and not with a view to the resale or distribution of any part thereof that such Settlement Shares and the Purchaser has no present intention of selling, granting any participation in, Warrants may not be offered or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, sold unless first registered under the Securities Act and any applicable state securities laws, or unless such offer or sale is exempt from registration. (b) Except to the extent contemplated by the Customers pursuant to Section 7.2, each Releasee is purchasing the Settlement Shares and the Warrants for investment purposes, has no current intention to sell the Settlement Shares or the Warrants and will not sell or dispose of the Settlement Shares and the Warrants in violation of applicable United States federal and state securities laws. (c) Each Releasee has received a copy of the most recent annual report on Form 10-K and the three most recent quarterly reports on Form 10-Q, and is aware that Warner has suffered significant losses, will report additional losses in the fourth quarter and has serious cash flow problems. (d) Each Releasee agrees that the following legend may be placed on any certificates evidencing the Settlement Shares and on any other securities issued in respect of the Settlement Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL TO THE COMPANY OR OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." Each Releasee understands that, so long as amended (the “Securities Act”)above legend remains on the certificates representing the Settlement Shares, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D Warner may maintain appropriate "stop transfer" orders with respect to the Founder Warrants Settlement Shares on its books and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges records and with its registrar and transfer agent. Each Releasee agrees that prior to any proposed transfer of the Founder Warrants (Settlement Shares and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” as a condition thereto, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act inasmuch as they are or will be acquired from an opinion of counsel to Warner (or other counsel reasonably acceptable to Warner and its counsel) that the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities Settlement Shares may be resold sold publicly without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effectthe respective Releasee will, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and if requested by applicable provisions of the Securities Act. (iv) Without limiting the foregoingWarner, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except deliver to Warner (i) a transfer pursuant an agreement by such transferee to an effective registration statement under the Securities Act, impression of the restrictive legends set forth above on the Settlement Shares and (ii) an agreement by such transferee that Warner may place a "stop transfer" order with Warner's transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companyagent and registrar. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) 7.1 The Purchaser represents rights granted hereunder, in accordance with this Option and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any underlying shares of Common Stock purchased upon into which the exercise of any Found Warrant) for its own account for the purpose of investment and Option is exercisable have not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, been registered under the Securities Act of 1933, as amended (the “"Act") or under applicable state securities laws. Care shall use its best efforts to register the underlying shares of Common Stock for resale upon the same terms and conditions as set forth in Section 1.7 of the Note, which is incorporated herein by reference as if fully set forth herein. 7.2 Holder recognizes that an investment in COVR involves substantial risks. Holder has been given the opportunity to ask questions and receive answers concerning the terms and conditions of the purchase, COVR, Care and the businesses of each. 7.3 The Option hereunder is transferrable only pursuant to: (i) a public offering registered under the Act; (ii) Rule 144 or Rule 144A of the Securities Act”)and Exchange Commission (or any similar rule in force) if such rule is available after the applicable holding period; or (iii) any other legally available means of transfer. 7.4 There is no public market for the Option and there can be no assurance that such public market will develop in the future or that Holder will be able to sell or dispose of the Option. Moreover, no assignment, sale, transfer, exchange or has consulted a “purchaser representative” as defined other disposition of the Option can be made other than in Rule 501(haccordance with the restrictions on transferability set forth above. 7.5 Holder understands and agrees that the following restrictions and limitations are applicable to this purchase and any resale or other transfer Holder may make of the Option: (i) of Regulation D A legend in substantially the following form may be placed on any certificates evidencing the Option: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR UNDER ANY STATE SECURITIES LAW. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND UNDER ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." (ii) Stop transfer instructions may be instituted with respect to the Founder Warrants Option so as to restrict resale or other transfer thereof in accordance herewith and the transactions contemplated by this Agreementprovisions of the legend set forth in subparagraph (i) above. (iii) The Purchaser acknowledges legend and agrees that stop transfer instructions described in the Founder Warrants (and above subparagraphs way be placed on any shares new certificates issued upon presentment by Holder of Common Stock purchased upon certificates for the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActOption for transfer. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants Contributors acknowledge that it upon their issuance, a legend in substantially the following form will acquire be associated with the Founder Warrants to be purchased by it hereunder Newly Issued Common Units: THESE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling“ACTS”). THE UNITS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITS UNDER THE ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED AND THEN ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5.8 OF THE CONTRIBUTION AGREEMENT DATED AS OF AUGUST 6, granting any participation in2012, or otherwise distributing the sameA COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICE. (iib) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks Each of the investment in the Founder Warrants. The Purchaser Contributors is an “accredited investor” as defined in investor within the meaning of Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), and the Newly Issued Common Units to be issued to it pursuant to this Agreement are being acquired for its own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. The Contributors are aware that no federal or state Governmental Authority has consulted a “purchaser representative” made any finding or determination as defined to the fairness of an investment in Rule 501(h) of Regulation D the Newly Issued Common Units nor any recommendation or endorsement with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) thereto. The Purchaser acknowledges and agrees Contributors acknowledge that the Founder Warrants (and any shares issuance of the Newly Issued Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” Units has not been registered under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed reliance on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actan exemption therefrom. (ivc) Without limiting the foregoing, no transfer Each of the Founder Warrants (Contributors has such knowledge and any shares experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Newly Issued Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges Units and agrees that each of the certificates representing Contributors is capable of bearing the Founder Warrants (and any shares economic risks of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:such investment.

Securities Laws. (ia) The Purchaser represents and warrants Such Seller understands that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Photonics Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and is not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, registered under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees any state securities laws. Such Seller understands that the Founder Warrants (offering and any shares sale of the Photonics Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will is intended to be acquired exempt from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder, based, in certain limited circumstancespart, upon the representations, warranties and agreements of the Seller contained in this Agreement. Each Subscriber is familiar with Rule 144 promulgated by Seller acknowledges that the U.S. Company has no obligation to register the Photonics Common Stock under the Securities Act or any state securities laws. (b) Such Seller understands that neither the Securities and Exchange Commission Commission, any state securities commission nor any other regulatory authority has approved the Photonics Common Stock or reviewed or passed upon or endorsed the merits of an offering of the Photonics Common Stock or confirmed the accuracy or determined the adequacy of any materials of the Company submitted to him. (c) Each Seller is aware that an investment in the Photonics Common Stock involves a number of significant risks, including industry, economic, operating, financial, liquidity, supply, intellectual property and other risks. Each Seller has reviewed the Form 10-K for the year ended December 31, 2007 (the “SECForm 10-K”) filed by the Company with the Securities and Exchange Commission, including the risk factors set forth therein. (d) Each Seller has received the audited financial statements of the Company as of and for the period ended December 31, 2007 contained in the Form 10-K and the unaudited interim financial statements as of and for the period ended March 31, 2008, and all other documents requested by such Seller, has carefully reviewed them and understands the information contained therein. Each Seller has had a reasonable opportunity to ask questions of, receive answers and obtain any additional information from a person or persons acting on behalf of the Company concerning the offering of the Photonics Common Stock and the business, financial condition, results of operations, litigation, and prospects of the Company, and all such questions have been answered to the full satisfaction of such Seller. Each Seller has had the opportunity to obtain any additional information to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense and has had the opportunity to have representatives of the Company provide him with such additional information regarding the terms and conditions of this investment and the financial condition, results of operations, business and prospects of the Company deemed relevant by such Seller. Each Seller has had access to the same kinds of information about the Company that would be contained in a registration statement filed by the Company under the Securities Act. All documents, as presently in effectrecords, and understands books pertaining to the resale limitations imposed on investment in the Founder Warrants (and any shares of Photonics Common Stock purchased upon the exercise of any Found Warrant) thereby and have been made available for inspection by applicable provisions of the Securities Acteach Seller. (ive) Without limiting the foregoingThe Sellers are unaware of, are in no transfer way relying on, and did not become aware of the Founder Warrants (and any shares offering of the Photonics Common Stock purchased upon the exercise through or as a result of any Found Warrantform of general solicitation or general advertising. (f) shall Each Seller has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable such Seller to utilize the information made available to such Seller in connection with the offering of the Photonics Common Stock to evaluate the merits and risks of an investment in the Photonics Common Stock and the Company and to make an informed investment decision with respect thereto. (g) Each Seller is acquiring the Photonics Common Stock solely for such Seller’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. Neither Seller has any agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Photonics Common Stock and neither Seller has any plans to enter into any such agreement or arrangement. (h) Each Seller is willing and able to bear the substantial economic risks of the investment in the Photonics Common Stock, including the risk of loss of such Seller’s entire investment, indefinitely because none of the Photonics Common Stock may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Each Seller understands that legends will be placed on the Photonics Common Stock to the effect that it has not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made by in the Purchaser except Company’s stock books. Stop transfer instructions will be placed with the transfer agent of the securities constituting the Photonics Common Stock. (i) a transfer pursuant to Each Seller has adequate means of providing for such Seller’s current financial needs and foreseeable contingencies and has no need for liquidity of such Seller’s investment in the Photonics Common Stock for an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements indefinite period of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companytime. (vj) The Purchaser hereby acknowledges and agrees that each Each Seller is a member of the certificates representing Board of Directors of the Founder Warrants (Company, has had access to books and any shares records of the Company and has had the opportunity to ask and receive answers to questions regarding an investment in the Photonics Common Stock purchased upon Stock. Each Seller meets the exercise requirements of any Found Warrant) shall bear a legend substantially at least one of the suitability standards for an “accredited investor” as follows:set forth on the Accredited Investor Certification attached hereto.

Securities Laws. (i) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (iia) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder is aware (and that the Purchaser has experience in such investmentit shall make its directors, financialofficers, business employees, agents and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and representatives who know about the transactions contemplated by this Agreement aware) of the restrictions imposed by the United States federal securities laws and other applicable foreign and domestic laws on a person possessing material nonpublic information. The Purchaser hereby agrees that neither it nor any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) nor their respective representatives who know about the transactions contemplated by this Agreement shall, directly or indirectly, buy or sell, or assist or encourage others (including by providing financing) to buy or sell, any securities of Allied Capital Corporation (NYSE: ALD), nor communicate any material nonpublic information to any third parties nor take any other action in violation of such securities laws while it or its representatives are in possession of any material nonpublic information. For the purpose of the preceding sentence, the terms “buy” and “sell” include the purchase or sale of any derivatives, including put or call options, or any other transaction that is intended to be substantially equivalent economically to a sale or purchase of securities of Allied Capital Corporation (NYSE: ALD). The Purchaser agrees to use commercially reasonable efforts to cause its directors, officers, employees, agents and representatives who know about the transactions contemplated by this Agreement to abide by the restrictions set forth in this Section 5.15(a). The Purchaser agrees that this Section 5.15(a) creates an enforceable obligation that shall survive any termination of this Agreement. (iiib) The Purchaser Each of the Sellers acknowledges that it is aware (and that it shall make its directors, officers, employees, agents and representatives, as applicable, who know about the transactions contemplated by this Agreement aware) of the restrictions imposed by the United States federal securities laws and other applicable foreign and domestic laws on a person possessing material nonpublic information. Each Seller hereby agrees that the Founder Warrants neither it nor any of its affiliates or associates (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” as such terms are defined in Rule 12b-2 under the Securities Exchange Act inasmuch of 1934, as they are amended) nor their respective representatives who know about the transactions contemplated by this Agreement shall, directly or will be acquired from the indirectly, buy or sell, or assist or encourage others (including by providing financing) to buy or sell, any securities of Macquarie Infrastructure Company Trust (NYSE: MIC), nor communicate any material nonpublic information to any third parties nor take any other action in a transaction not involving a public offering and that, under applicable laws and applicable regulations, violation of such securities may laws while it or its representatives are in possession of any material nonpublic information. For the purpose of the preceding sentence, the terms “buy” and “sell” include the purchase or sale of any derivatives, including put or call options, or any other transaction that is intended to be resold without registration under the Securities Act only in certain limited circumstancessubstantially equivalent economically to a sale or purchase of securities of Macquarie Infrastructure Company Trust (NYSE: MIC). Each Subscriber is familiar with Rule 144 promulgated Seller agrees to use commercially reasonable efforts to cause its directors, officers, employees, agents and representatives, as the case may be, who know about the transactions contemplated by this Agreement to abide by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently restrictions set forth in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and this Section 5.15(b). Each Seller agrees that each this Section 5.15(b) creates an enforceable obligation that shall survive any termination of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:this Agreement.

Securities Laws. Seller acknowledges that: (1) Except as set forth herein, Buyer has not made any representations or warranties with respect to Buyer or rendered any legal, tax or investment advice. (2) Neither Seller nor any shareholder of Seller has authorized any person or institution to act as its Purchaser Representative (as that term is defined in Regulation D) in connection with this transaction. Seller and such shareholders have such knowledge and experience in financial, investment and business matters that it is capable of evaluating the merits and risks of its proposed acquisition of the Investco Shares. Seller has consulted with such independent legal counsel or other advisers, as it has deemed appropriate to assist the undersigned in evaluating its proposed investment in Buyer. (3) Seller and such shareholders (i) The Purchaser represents have adequate means of providing for their current financial needs and warrants that it will acquire foreseeable contingencies, and have no need for liquidity of their investment in the Founder Warrants Investco Shares; and (ii) can afford (A) to hold unregistered securities for an indefinite period of time, as may be purchased by it hereunder required, and (and any shares B) to sustain a complete loss of Common Stock purchased upon their entire investment in the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the sameInvestco Shares. (ii4) The Purchaser acknowledges Seller and such shareholders have been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of Buyer, concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that Buyer possesses such information or can acquire it can bear without unreasonable effort or expense, necessary to verify the economic risk accuracy of the information furnished. Seller and complete loss such shareholders have availed themselves of its potential investment such opportunity to the extent they consider appropriate in the Founder Warrants order to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it permit them to evaluate the merits and risks of the an investment in the Founder WarrantsInvestco Shares. Seller understands that all documents, records and books pertaining to this investment have been made available for inspection, and that the books and records of Buyer will be available upon reasonable notice for inspection by Seller during reasonable business hours at its principal place of business. (5) Neither Buyer nor Seller has undertaken to register the Investco Shares under the Act, and the Investco Shares are "restricted securities" within the meaning of the Act. (6) The Purchaser is Investco Shares have not been registered under the Act in reliance on an “accredited investor” as defined in Rule 501(aexemption for transactions by an issuer not involving a public offering, and sale of the Investco Shares has not been passed upon or the merits thereof endorsed or approved by the United States Securities and Exchange Commission (the "SEC") or any state regulatory authorities. (7) Buyer may place the following or similar legend on the face of Regulation D, as amended, the certificates evidencing the Securities: "These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)amended, or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable state securities laws and applicable regulations, such securities may not be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares sold or otherwise transferred or disposed of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under any applicable federal and state securities laws, or an opinion of counsel satisfactory to the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to Company that an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companyis available. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:"

Securities Laws. (ia) The Purchaser represents and warrants Optionee acknowledges that it will acquire Optionee has been informed of, or is otherwise familiar with, the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof nature and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased limitations imposed by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities "Act”"), or has consulted a “purchaser representative” the Securities Exchange Act of 1934, as defined in Rule 501(h) of Regulation D with respect to amended (the Founder Warrants "Exchange Act"), and the transactions contemplated by this Agreement. rules and regulations thereunder (iiiin particular, Rule 144 promulgated under the Act ("Rule 144") The Purchaser acknowledges and Section 16 of the Exchange Act and Rule 16b-3 promulgated thereunder) and the securities ("Blue Sky") laws of the state of Optionee's residence, concerning the Shares issuable upon exercise of the Option and agrees that to be bound by the Founder Warrants (restrictions embodied in such laws, and any shares of Common Stock purchased the rules and regulations promulgated thereunder. Unless the Shares to be issued upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company Option have been registered for resale in accordance with a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an currently effective registration statement under the Securities Act, the Board may require, as a condition to the delivery of certificates representing ownership of the Shares, that the Company receive appropriate evidence that Holder is acquiring the Shares for investment and not with a view to the distribution or public offering of the Shares, or any interest in the Shares, and a representation to the effect that Holder shall make no sale or other disposition of the Shares unless (a) the Company shall have received an opinion of counsel satisfactory in form and substance to it that the sale or other disposition may be made without registration under the then applicable provisions of the Act and the rules and regulations promulgated thereunder, or (b) the Shares shall be included in a currently effective registration statement under the Act. If at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares covered by the Plan upon any national securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of shares subject to the Plan, no Shares shall be issued and no certificates for Shares shall be delivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Board. The Company reserves the right to place a legend on any certificates representing ownership of Shares to assure compliance with this paragraph. (b) The Company acknowledges that the Common Stock purchasable upon exercise of stock options issued under the Plan have been registered under the Act on a Form S-8 registration statement and agrees to use reasonable efforts to maintain same in effect. In connection with such registration, the Company shall prepare and file, by means of a post-effective amendment, and thereafter maintain current and in effect a "reoffer prospectus" under such registration statement registering the resale of all the Shares by Optionee. The Company agrees to use reasonable efforts to make timely filings of its periodic reports and to take such other actions as may be necessary or appropriate in order for the Company to remain qualified to use Form S-8 and such reoffer prospectus as herein contemplated. The Company's obligations under this paragraph shall terminate upon the earliest to occur of (i) the eleventh (11th) anniversary of the Date of Grant, or (ii) a transfer complying with Rule 144 (as then in effect) the sale of all of the Shares by Optionee, or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in date Optionee receives an opinion of the Purchaser’s counsel acceptable (which may be from counsel to the Company. (v) The Purchaser hereby acknowledges and agrees reasonably acceptable to counsel for the Optionee that each all of the certificates representing Shares may be sold under the Founder Warrants provisions of paragraph (and any shares k) of Common Stock purchased upon Rule 144 notwithstanding the exercise fact that a portion of any Found Warrant) shall bear a legend substantially as follows:the Shares may remain unregistered under the Act.

Securities Laws. (ia) The Purchaser represents No securities of the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as the Notes, the Guarantees or the Warrants, other than as set forth in Schedule 5.1, have been issued and warrants that it will acquire sold by any Obligor within the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view six-month period immediately prior to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samedate hereof. (iib) The Purchaser acknowledges that it can bear Assuming the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks accuracy of the investment representations and warranties of the Purchasers in the Founder Warrants. The Purchaser is an “accredited investor” this Purchase Agreement, no Obligor or any affiliate (as defined in Rule 501(a144 under the Securities Act) of Regulation Dsuch Obligor has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as amendeddefined in the Securities Act) that is or will be integrated with the sale of the Notes, the Guarantees or the Warrants in a manner that would require the registration under the Securities Act of 1933the Notes, the Guarantees or the Warrants, (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Notes, the Guarantees or the Warrants (as amended (those terms are used in Regulation D under the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, including publication or release of articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) engaged in any directed selling efforts within the meaning of Rule 902(c) of Regulation S. (c) Assuming the accuracy of the representations and thatwarranties of the Purchasers this Purchase Agreement, (i) the Indenture is not required to be qualified under applicable laws the U.S. Trust Indenture Act of 1939, as amended, and applicable regulations, such securities may be resold without (ii) no registration under the Securities Act only of the Notes, the Guarantees or the Warrants is required in certain limited circumstances. Each Subscriber is familiar connection with Rule 144 promulgated the sale thereof to the Purchasers as contemplated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActTransaction Documents. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants NMD acknowledges that it upon their issuance, a legend in substantially the following form will acquire be associated with the Founder Warrants to be purchased by it hereunder Newly Issued Common Units: THESE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same“ACTS”). THE UNITS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITS UNDER THE ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED. (iib) The Purchaser acknowledges that it can bear Each of NMD and, if applicable, its designee to receive the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser Newly Issued Common Units is an “accredited investor” as defined in investor within the meaning of Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), and the Newly Issued Common Units to be issued to it pursuant to this Agreement are being acquired for NMD’s (or its designee’s) own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities laws. NMD is aware that no federal or state Governmental Authority has consulted a “purchaser representative” made any finding or determination as defined to the fairness of an investment in Rule 501(h) of Regulation D the Newly Issued Common Units nor any recommendation or endorsement with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser thereto. NMD acknowledges and agrees that the Founder Warrants (and any shares issuance of the Newly Issued Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” Units has not been registered under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed reliance on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Actan exemption therefrom. (ivc) Without limiting NMD has such knowledge and experience in financial and business matters so as to be capable of evaluating the foregoing, no transfer merits and risks of its investment in the Founder Warrants (Newly Issued Common Units and any shares is capable of Common Stock purchased upon bearing the exercise economic risks of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Companysuch investment. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents No securities of the same class (within the meaning of Rule 144A(d)(3)(i) under the Securities Act) as the Notes or the Warrants have been issued and warrants that it will acquire sold by the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon Issuer within the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view six-month period immediately prior to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samedate hereof. (iib) The Purchaser acknowledges that it can bear Assuming the economic risk accuracy of the representations and complete loss warranties of its potential investment the Purchasers in each of the Purchase Agreements and assuming the accuracy of the statements in the Founder Warrants certificate to be purchased delivered by it hereunder and that the Purchaser has experience in such investmentPlacement Agent pursuant to Section 6.5, financial, business and tax matters as to enable it to evaluate neither the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” Issuer nor any affiliate (as defined in Rule 501(a144 under the Securities Act) of Regulation Dthe Issuer has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as amended, defined in the Securities Act) that is or will be integrated with the sale of the Notes or the Warrants in a manner that would require the registration under the Securities Act of 1933the Notes or the Warrants, (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Notes or the Warrants (as amended (those terms are used in Regulation D under the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, including publication or release of articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) engaged in any directed selling efforts within the meaning of Rule 902(c) of Regulation S. (c) Assuming the accuracy of the representations and thatwarranties of the Purchasers in each of the Purchase Agreements and assuming the accuracy of the statements in the certificate to be delivered by the Placement Agent pursuant to Section 6.5, (i) the Indenture is not required to be qualified under applicable laws the U.S. Trust Indenture Act of 1939, as amended, and applicable regulations, such securities may be resold without (ii) no registration under the Securities Act only of the Notes or the Warrants is required in certain limited circumstances. Each Subscriber is familiar connection with Rule 144 promulgated the sale thereof to the Purchasers as contemplated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities ActTransaction Documents. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (ia) The Purchaser represents and warrants that it will acquire the Founder Warrants to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) Assumption Shares are being acquired for its own account investment for the purpose of investment Buyer’s own account, not as a nominee or agent and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samethereof. (iib) Prior to the time of purchase of any Assumption Shares, the Buyer received a copy of this Agreement. The Buyer has reviewed this Agreement and has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify the Buyer’s understanding of the terms thereof and of the Assure Parent’s business and status thereof. The Buyer acknowledges that no officer, director, attorney, broker-dealer, placement agent, finder or other person affiliated with the Assure Parent has given the Buyer any information or made any representations, oral or written, other than as expressly provided in this Agreement, on which the Buyer has relied upon in deciding to invest in the Assumption Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Assure Parent or the economic returns which may accrue as a result of the purchase of the Assumption Shares. The Buyer acknowledges and agrees that this Agreement contains all representations and warranties made by the Assure Parent to the Buyer in connection with the offering, sale and purchase of the Assumption Shares. (c) The Purchaser Buyer understands that the purchase of the Assumption Shares involves substantial risk. It acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has such knowledge and experience in such investment, financial, financial or business and tax matters as to enable that it to evaluate is capable of evaluating the merits and risks of the its investment in the Founder WarrantsAssumption Shares. The Purchaser is an “accredited investor” as defined in Rule 501(aBuyer also represents it has not been organized for the purpose of acquiring the Assumption Shares. (d) of Regulation DThe Buyer acknowledges that it has not seen, as amendedreceived, under the Securities Act of 1933, as amended (the “Securities Act”)been presented with, or has consulted a “purchaser representative” as defined in Rule 501(h) been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of Regulation D advertising or general solicitation with respect to the Founder Warrants and the transactions contemplated by this AgreementAssumption Shares. (iiie) The Purchaser Buyer acknowledges and agrees understands that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute Assumption Shares are characterized as “restricted securities” under the Securities Act U.S. federal securities laws inasmuch as they are or will be being acquired from the Company Assure Parent in a transaction not involving a public offering and that, that under applicable such laws and applicable regulations, regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber The Buyer acknowledges that Assure Parent has no obligation to file a registration statement regarding Xxxxx’s resale of the Assumption Shares. In this connection, the Buyer represents that it is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities ActAct (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby. The Buyer understands that Buyer must hold the Shares indefinitely unless such Assumption Shares are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. 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 Founder Warrants (time and any shares manner of Common Stock purchased upon sale, the exercise of any Found Warrant) thereby holding period for the Assumption Shares and by applicable provisions on requirements relating to the Assure Parent which are outside of the Securities ActBuyer’s control, and which the Assure Parent is under no obligation and may not be able to satisfy. In this regard, Xxxxx understands and acknowledges that the Assure has not represented or warranted that the Assure Parent has never been an issuer described in Rule 144(i)(1)(i). (ivf) Without limiting The Buyer understands that the foregoing, no Assure Parent has not agreed with the Buyer to comply with the public information or other provisions of Rule 144 or any other exemption under U.S. federal or state law respecting the resale or other transfer of the Founder Warrants Assumption Shares. (g) The Buyer acknowledges that it has had access to and any shares of Common Stock purchased upon has reviewed the exercise of any Found Warrant) shall be made by following (collectively, the Purchaser except “Disclosure Documents”): (i) a transfer pursuant to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including, without limitation, the section captioned “Risk Factors” regarding risk factors associated with an effective registration statement under investment in the Securities ActCompany, (ii) a transfer complying with Rule 144 (as then in effect) or the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the Company’s Current Reports on Form 8-K filed since January 1, 2024, including, in each case, any amendments thereto, all as filed with the SEC. In making this investment, the Buyer has not relied upon any information not included in the Disclosure Documents or this Agreement, and the Buyer has not relied upon any representations or warranties made by the Assure Parent, any other director or officer thereof, except as expressly set forth in this Agreement. (vh) The Purchaser hereby Buyer has been advised to consult with its own attorney and other financial and tax advisers regarding all legal matters concerning an investment in the Assure Parent and the tax consequences of purchasing the Assumption Shares, and has done so, to the extent such Subscriber considers necessary. (i) The Buyer acknowledges that the tax consequences of investing in the Assure Parent will depend on particular circumstances, and agrees that each neither the Assure Parent, the Assure Parent’s officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to the Buyer of an investment in the Assure Parent. The Assure Parent has relied solely upon its own advisers with respect to the tax consequences of this investment. (j) All information which the Buyer has provided to the Assure Parent concerning the Buyer, its financial position and its knowledge of financial and business matters is truthful, accurate, correct, and complete as of the certificates representing date set forth herein and shall be as of the Founder Warrants (and any shares of Common Stock purchased upon Closing Date. Buyer undertakes to promptly inform the exercise Assure Parent of any Found Warrantchanges in such information or any inaccuracy in the representations and warranties made by Buyer herein arising prior to the Closing Date. (k) shall The Buyer understands that the certificates evidencing the Assumption Shares may bear a legend substantially similar to the following, and other legends as follows:may be determined by the Assure Parent upon consultation with its legal counsel: NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. (l) All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including Executive Order 13224 effective September 24, 2001 (collectively referred as the “Patriot Act”) are incorporated into this Section. The Buyer and each and every person affiliated with such Buyer is: (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (as used in this Section only, the “Annex”); (ii) in full compliance with the requirements of the Patriot Act and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”); (iii) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; and (iv) not listed as a Specially Designated Terrorist or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act.

Securities Laws. (a) Accurate and complete copies of each report, registration statement, prospectus, schedule, form, statement, and definitive proxy statement that Buyer has filed with the SEC in the 12-month period preceding the Closing Date (collectively, the “SEC Reports”) have been filed through the SEC EXXXX system. As of the time it was filed with the SEC by Buyer, or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing: (i) The Purchaser represents each SEC Report complied in all material respects with the applicable requirements of the Securities Act and warrants that it will acquire the Founder Warrants rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder (as the case may be), and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be purchased by it hereunder (and any shares stated therein or necessary in order to make the statements made therein, in light of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and circumstances under which they were made, not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the samemisleading. (iib) The Purchaser acknowledges No order, ruling or decision granted by any securities commission, stock exchange, court of competent jurisdiction or regulatory or administrative body or other Governmental Authority having jurisdiction is in effect, pending or, to the Knowledge of Buyer, contemplated or threatened, that it can bear restricts, prevents or suspends any trades in any securities of Buyer and, to the economic risk and complete loss Knowledge of its potential investment in the Founder Warrants Buyer, no facts or circumstances exist which could reasonably be expected to be purchased by it hereunder and that the Purchaser has experience in give rise to any such investmentorder, financial, business and tax matters as to enable it to evaluate the merits and risks ruling or decision or other similar claims or investigations. (c) All of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in issuer information contemplated by Rule 501(a144(c) of Regulation D, as amended, under the Securities Act in order to permit resale of 1933, the Buyer Shares issued as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined Aggregate Buyer Share Payment Amount in compliance with Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” 144 under the Securities Act inasmuch has been filed or furnished by Buyer during the twelve (12) months prior to the date of this Agreement. Buyer is not and has not been a “shell company” as they are or will be acquired from the Company in a transaction not involving a public offering and that, defined under applicable laws and applicable regulations, such securities may be resold without registration under Rule 405 of the Securities Act only in certain limited circumstances. Each Subscriber is familiar with and Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) 12b-2 under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Exchange Act. (ivd) Without limiting the foregoing, no transfer The issuance of the Founder Warrants (Buyer Shares to be issued as the Aggregate Buyer Share Payment Amount, as contemplated by this Agreement and the other documents or agreements ancillary hereto, will not, when issued, violate or conflict with any shares provisions of Common Stock purchased upon applicable U.S. federal or state Law or the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Actrules, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption from the registration requirements regulations and policies of the Securities Act, as confirmed in an opinion of the Purchaser’s counsel acceptable to the CompanyExchange or any other applicable stock exchange or securities regulatory authority. (v) The Purchaser hereby acknowledges and agrees that each of the certificates representing the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall bear a legend substantially as follows:

Securities Laws. (i) The Purchaser represents Parties hereto intend for the issuances and warrants that it will acquire the Founder Warrants exchanges of shares contemplated hereby to be purchased by it hereunder (and any shares of Common Stock purchased upon the exercise of any Found Warrant) for its own account for the purpose of investment and not with a view to the resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) The Purchaser acknowledges that it can bear the economic risk and complete loss of its potential investment in the Founder Warrants to be purchased by it hereunder and that the Purchaser has experience in such investment, financial, business and tax matters as to enable it to evaluate the merits and risks of the investment in the Founder Warrants. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended (the “Securities Act”), or has consulted a “purchaser representative” as defined in Rule 501(h) of Regulation D with respect to the Founder Warrants and the transactions contemplated by this Agreement. (iii) The Purchaser acknowledges and agrees that the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) will constitute “restricted securities” under the Securities Act inasmuch as they are or will be acquired from the Company in a transaction not involving a public offering and that, under applicable laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Subscriber is familiar with Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, as presently in effect, and understands the resale limitations imposed on the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) thereby and by applicable provisions of the Securities Act. (iv) Without limiting the foregoing, no transfer of the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall be made by the Purchaser except (i) a transfer pursuant to an effective registration statement under the Securities Act, (ii) a transfer complying with Rule 144 (as then in effect) or (iii) a transfer to a third party in a cash transaction pursuant to an exemption exempt from the registration requirements of any applicable United States federal and state securities laws and, accordingly, each agrees to take such further commercially reasonable actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request with regards to ensuring the availability of and maintaining such exemptions. The PT Shares to be issued to the T3 Shareholders that are outside the United States will be issued in “offshore transactions” (as such term is defined in Regulation S under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act, and the PT Shares to be issued to the T3 Shareholders that are in the United States will be issued to Accredited Investors in reliance on Rule 506(b) of Regulation D under the U.S. Securities Act. Each T3 Shareholder that is in the United States will be required to sign and deliver a certificate in the form attached hereto as confirmed Schedule “H” in an opinion order to make the necessary representations and warranties to confirm the availability of this exemption from registration under the U.S. Securities Act prior to receipt of the Purchaser’s counsel acceptable PT Shares. Each T3 Shareholder that does not sign and deliver such certificate will be deemed to be representing and warranting that such T3 Shareholder is not in the United States. The PT Shares to be issued to the Company. (vT3 Shareholders in the United States in connection with the Amalgamation will be “restricted securities” within the meaning of Rule 144(a)(3) The Purchaser hereby acknowledges and agrees that each of under the certificates U.S. Securities Act. Each certificate representing such PT Shares issued to holders in the Founder Warrants (and any shares of Common Stock purchased upon the exercise of any Found Warrant) shall United States will bear a legend in substantially as the form that follows:: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT.”