Common use of Securities Matters Clause in Contracts

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Interests in violation of this Agreement. (vi) Such Member has adequate means for providing for its current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Interests. (vii) Such Member is knowledgeable about investment considerations and has a sufficient net worth to sustain a loss of such Member’s entire investment in the Company in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the information contained in this subparagraph (h) and in all other writings, if any, furnished to the Company with total assets in excess of $25,000,000 or regard to such Member (ii) a “qualified institutional buyer” within to the meaning of Rule 144A extent such writings relate to its exemption from registration under the Securities Act. The Purchased Shares are being acquired ) is complete and accurate and may be relied upon by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold Company in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to determining the availability of Rule 144 or Rule 144A an exemption from registration under federal and state securities laws in connection with the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration sale of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskInterests. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (i) is receiving this Warrant and, upon exercise, is acquiring the Warrant Shares for Holder’s own account and not on behalf of others, and is not taking this Warrant or any of the Warrant Shares with a view to the “distribution” thereof (as that term is defined in the Act and the rules and regulations of the Securities and Exchange Commission thereunder); (ii) will not offer, distribute, sell, transfer or otherwise dispose of this Warrant or the Warrant Shares except pursuant to (A) an effective registration statement under the Act and any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws; (iii) represents at the date of this Warrant that (A) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, (B) Holder’s financial condition is such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company Holder is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. bear the risk of holding the Warrant and the Warrant Shares for an indefinite period of time, and (4C) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Holder has such knowledge and experience in financial and business matters as to be that Holder is capable of evaluating the risks and merits of acquiring and risks of its prospective investment in exercising the Purchased SharesWarrant; and (iv) acknowledges that, at the time of exercise of the Warrant, (A) Holder will have access to all of the Company’s reports filed electronically with the Securities and Exchange Commission, (B) Holder has had the ability opportunity to ask questions and receive answers concerning the terms of the Warrant, and (C) Holder will have such knowledge and experience in financial and business matters that Holder is capable at such time of evaluating the risks and merits of exercising the Warrant. Except to the extent that the sale of the Warrant Shares by the Company upon exercise of the Warrant has been registered under the Act, each and every certificate representing Warrant Shares delivered upon exercise of this Warrant shall bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (6b) The Purchaser understands Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the Seller may have access to information about issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands determined that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller Company has complied with all requirements under the federal applicable securities laws may be limitedlaws. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is either (i) an “accredited investor” as such term is defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D promulgated under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) Neither the Purchased Shares are being sold Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in a transaction not involving any public offering within the meaning violation of the Securities Act, and accordingly, such Shares are “restricted securities” within the. (3) The Purchaser understands that none Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Seller Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the Company is making any representation as like relating to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldtransactions contemplated hereby. (4) The Purchaser understands that Such Member is not relying on the Purchased Shares willCompany or any of its officers, until directors, employees, advisors or representatives with regard to the expiration tax and other economic considerations of an investment in the applicable holding period set forth in Rule 144Interests, unless sold in compliance with Rule 144, bear a legend to substantially and such Member has relied on the following effect:advice of only such Member’s advisors. (5) The Purchaser acknowledges Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it (i) is a sophisticated investor; (ii) does will not require attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the assistance Interests in violation of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskthis Agreement. (6) The Purchaser understands that Such Member has adequate means for providing for its current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the Seller may have access to information about investment in the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limitedInterests. (7) The Purchaser acknowledges that it Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a sufficient net worth to sustain a loss of such Member’s entire investment in the Company in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, excessive in view of such Member’s net worth and financial circumstances and the Seller has purchase of the Interests will not made any representation, warranty or covenant, express or implied, cause such commitment to it with respect thereto and become excessive. The investment in the Seller shall not have any liability to it with respect theretoInterests is suitable for such Member. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, Such Member represents to the knowledge Company that the information contained in this subparagraph (h) and in all other writings, if any, furnished to the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities laws in connection with the sale of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)Interests. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, it decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”).has (9) 8) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (109) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicated on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Company has made available to the Purchaser or the Purchaser's advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for investment in the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4f) The Purchaser understands that Purchaser, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Company and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Shares; (iv) . In connection with the purchase of the Shares, the Purchaser has relied solely upon independent investigations made by the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the publicPurchaser, and acknowledges has consulted the Purchaser's own investment advisors, counsel and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Selleraccountants. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge adequate means of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.for current

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, it decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser understands and acknowledges that the Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Purchaser is either (i) an “"accredited investor” " (as defined in Rule 501 under the Securities Act with total assets in excess 501(a) of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D under the Securities Act. The Purchased Shares are being acquired by ). (c) Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Securities, and (ii) is able to bear the economic risk of an investment in the Securities for an indefinite period of time, including the risk of a complete loss of any such investment. (d) Purchaser is acquiring the Securities for its own account for investment purposes and without not with a view to to, or for offer or sale for the public Company in connection with, the distribution or sale of such Sharesresale thereof. (2e) The Purchaser understands and agrees that (i) the Purchased Shares Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordinglythat the Securities may not be offered, such Shares are “restricted securities” within the sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Purchaser agrees, on its own behalf and on behalf of any accounts for which Purchaser is acting, that if Purchaser should sell or otherwise transfer any Securities, it will do so only (3i) The Purchaser understands that none pursuant to an exemption from the registration requirements of the Seller Securities Act (if available) or if the Company is making any representation as Securities Act does not apply or (ii) pursuant to the availability of Rule 144 or Rule 144A an effective registration statement under the Securities Act for Act, and Purchaser further agrees to provide to any Person purchasing any of the offer, resale, pledge or transfer Securities from it a notice advising such purchaser that resales of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldSecurities are restricted as stated herein. (4f) The Purchaser understands that the Purchased Shares will, until the expiration Securities purchased pursuant to this Agreement will be in unregistered form only and that any certificates delivered to it in respect of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, Securities will bear a legend substantially to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Such Seller acknowledges that the shares of EMKT Stock that constitute the Purchase Consideration and the shares of Top Team Stock that constitute the Exchange Consideration have not been and will not (1except with respect to certain registration rights to be granted to the Sellers pursuant to the Registration Rights Agreement referred to in Section 6,3(e)) The Purchaser be registered under (i) the Securities Act of 1933, as amended (the "SECURITIES ACT") inasmuch as they are being issued pursuant to an exemption from registration granted under Section 4(2) of the Securities Act and Regulation D promulgated thereunder relating to transactions not involving any public offering, (ii) the California Corporate Securities Laws of 1968 (the "CALIFORNIA LAW") or (iii) any other applicable securities laws, and that EMKT and Top Team's reliance on such exemption or related exemptions is predicated in part on the following representations and agreements made to EMKT and Top Team by such Seller: (a) Such Seller is acquiring the Purchase Consideration and the Exchange Consideration (together, the "CONSIDERATION") to be issued to such Seller hereunder for investment for his or her own account and not with a view to or for sale in connection with any distribution and resale thereof, with no intention of distributing or reselling the same; and such Seller is not aware of any particular occasion, event or circumstance upon the occurrence or happening of which he or it intends to dispose of such shares; (b) Such Seller is either (i) an “"accredited investor” " as defined in Rule 501 501(a) promulgated under the Securities Act with total assets in excess of $25,000,000 or Act, (ii) a “"qualified institutional buyer” purchaser" within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2Section 25102(n)(2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any California Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.or

Securities Matters. (a) Each Seller agrees that such Seller was in a position to obtain information from Buyer that has enabled it to evaluate its investment in Buyer. Such Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, each Seller is acquiring the Common Stock for its own account for investment purposes, and not with a view to distribution. (c) Each Seller acknowledges that Buyer has not registered with the SEC or any state agency any of the Common Stock that will be issued to such Seller as part of the Purchase Price. As such, it constitutes restricted securities. (d) Each Seller acknowledges (1) that Buyer has sustained losses in the past; (2) that there can be no assurance that net income will be realized by Buyer or its Affiliates; and (3) as such, there can be no assurance that such Seller will receive any return on its investment. (e) Each Seller understands that there is no assurance that Buyer will achieve any net income that is passed on to such Seller. Such Seller is an entity that is able to bear the economic risk of an investment in the Common Stock of Buyer. In making this statement, such Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of its investment. (f) Each Seller understands and acknowledges that although the Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Such Seller agrees that it will not sell or otherwise transfer that Common Stock unless it is registered, or unless an exemption from any federal and state registration requirements are available to the satisfaction of Buyer. Such Seller agrees that the certificate(s) evidencing that Common Stock can contain a restrictive legend, in a form the same as or similar to the following: “The Purchaser is either shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (i) an the “accredited investorAct”), or under the comparable provisions of the securities laws of any state or other jurisdiction; and are therefore “restricted securities” as defined in Rule 501 144 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being shares may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act and other applicable laws, or pursuant to an exemption from registration under the Act and other applicable laws, the availability of which is to be established to the satisfaction of the corporation.” (g) Each Seller agrees that the Common Stock acquired by such Seller as part of the Purchaser Purchase Price will not be resold, or offered for its own account and without resale, or otherwise transferred by such Seller for a view to period of at least twelve months after the public distribution or sale of such SharesClosing Date. (h) EACH SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldCONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either Such Seller acknowledges that the shares of EMKT Stock that constitute the Purchase Consideration and the shares of Top Team Stock that constitute the Exchange Consideration have not been and will not be registered under (i) the Securities Act of 1933, as amended (the "SECURITIES ACT") inasmuch as they are being issued pursuant to an “exemption from registration granted under Section 4(2) of the Securities Act and Regulation D promulgated thereunder relating to transactions not involving any public offering, (ii) the California Corporate Securities Laws of 1968 (the "CALIFORNIA LAW") or (iii) any other applicable securities laws, and that EMKT and Top Team's reliance on such exemption or related exemptions is predicated in part on the following representations and agreements made to EMKT and Top Team by such Seller: (a) Such Seller is acquiring the Purchase Consideration and the Exchange Consideration (together, the "CONSIDERATION") to be issued to such Seller hereunder for investment for his or her own account and not with a view to or for sale in connection with any distribution and resale thereof, with no intention of distributing or reselling the same; and such Seller is not aware of any particular occasion, event or circumstance upon the occurrence or happening of which he or it intends to dispose of such shares; (b) Such Seller is (i) either an "accredited investor” " as defined in Rule 501 501(a) promulgated under the Securities Act with total assets in excess of $25,000,000 or Act, (ii) a “"qualified institutional buyer” purchaser" within the meaning of Section 25102(n)(2) of the California Law or (iii) either alone or with his or her purchaser representative (within the meaning of Rule 144A 501(h) of Regulation D under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act), and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be that he or she is capable of evaluating the merits and risks of its prospective investment in the Purchased SharesTransactions; (iv) such Seller is aware that the Merger Consideration constitutes "restricted," "letter" or "investment" securities and such Seller by reason of his business or financial experience has the ability capacity to bear protect his own interest in connection with the economic risks Transactions; and (c) Such Seller agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of his or its prospective investment for shares received in this transaction without registration under the Securities Act and the California Law, and any other applicable securities laws, or without an indefinite period opinion of time; (v) can afford the complete loss of such investment; counsel satisfactory to EMKT and (vi) recognizes Top Team that the investment in transaction by which such shares are proposed to be disposed of is exempt from the Purchased Shares involves substantial risk. (6) The Purchaser understands that Securities Act, the Seller may have access to information about the Company that is not generally available to the publicCalifornia Law and any other applicable securities laws, and acknowledges that EMKT and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is Top Team will place a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named legend on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required certificates representing such shares substantially to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)effect concerning these restrictions. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser Subscriber acknowledges its understanding that the offer and sale of the Common Stock to be issued hereunder is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D, Rule 506(b) promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to the Company and its affiliates as follows: (i) The Subscriber realizes that the basis for exemption would not be available if the offering of the Purchase Shares were part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws. (ii) The Subscriber is acquiring the Purchase Shares solely for the Subscriber’s own account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Purchase Shares. The Purchased Shares are being acquired by Subscriber also represents it has not been organized solely for the Purchaser for its own account and without a view to purpose of acquiring the public distribution or sale of such Purchase Shares. (2iii) The Purchaser understands that (i) Subscriber has the Purchased Shares are being sold in a transaction not involving any public offering within financial ability to bear the meaning economic risk of the Securities ActSubscriber’s investment, has adequate means for providing for its current needs and contingencies, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of has no need for liquidity with respect to an investment in the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldCompany. (4iv) The Purchaser understands that Subscriber and the Purchased Shares willSubscriber’s attorney, until the expiration of the applicable holding period set forth in Rule 144accountant, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase and/or tax advisor, if any (collectively, the Purchased Shares; (iii“Advisors”) has have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its a prospective investment in the Purchased Purchase Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller Subscriber has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor authorized any person or entity controllingto act as its “purchaser representative” (as that term is defined in Regulation D) in connection with the offer of the Purchase Shares. (v) The Subscriber (together with its Advisors, controlled if any) has received all documents requested by or under common control with itthe Subscriber, nor any person or entity having a beneficial interest in itif any, norhas carefully reviewed them and understands the information contained therein, prior to the knowledge execution of this Agreement. The Subscriber acknowledges that the Company is relying on the representations and warranties of the PurchaserSubscriber to be accurate so that the offer of the Purchase Shares is exempt from registration under the Securities Act. The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors, affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any directorand all fees, officercosts and expenses whatsoever reasonably incurred in investigating, agentpreparing or defending against any claim, employee lawsuit, administrative proceeding or Affiliate thereof: investigation whether commenced or threatened) (ia “Loss”) is a person arising out of or entity listed based upon any representation or warranty of the Subscriber contained herein or in the annex to Executive Order No. 13224 (2001) issued any document furnished by the President of Subscriber to the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, Company in connection herewith being untrue in any material respect or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained any breach or failure by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than Subscriber to comply with any covenant or agreement made by the Subscriber herein or therein. The Subscriber is, and on each Purchase Date will be, an “unblocked nationalAccredited Investor” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (ivRule 501(a) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Securities Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its the Purchaser’s own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, the Purchaser decides to offer, resell, pledge or otherwise (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it the Purchaser (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it the Purchaser is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto.any (8) Neither the The Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereofis not: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (viv) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- anti-money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (viivi) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viiivii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiivii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Corporation, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrant Shares constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resale of this IRELAND INC. 3 Common Stock Purchase Warrant Certificate Warrant and/or the Warrant Shares. By acceptance of this certificate, the Holder acknowledges and agrees that: (1) The Purchaser Holder is either (i) an “accredited investor” as defined in Rule 501 under acquiring this Warrant and the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Warrant Shares are being acquired by the Purchaser for its own account and without a view to for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the public distribution or sale of such Shares.same; (2) The Purchaser understands that (i) Holder does not intend any sale of this Warrant or the Purchased Warrant Shares are being sold in either currently or after the passage of a transaction not involving fixed or determinable period of time or upon the occurrence or non- occurrence of any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thepredetermined event or circumstance; (3) The Purchaser understands that none Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Seller this Warrant or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Warrant Shares, or that any Shares purchased by the Purchaser will ever be able to be sold.; (4) The Purchaser understands that Holder is not aware of any circumstances presently in existence which are likely in the Purchased Shares will, until future to prompt a disposition of this Warrant or the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:Warrant Shares; (5) The Purchaser acknowledges This Warrant and agrees that it (i) is a sophisticated investorthe Warrant Shares were offered to the Holder in direct communication between the Holder and the Corporation and not through any advertisement of any kind; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk.and (6) The Purchaser understands that Holder has the Seller may have access financial means to information about bear the Company that is not generally available economic risk of the investment which it hereby agrees to make. All certificates representing the public, and acknowledges and agrees that, to the extent the Seller has any Warrant Shares will be endorsed with a legend substantially as follows or such information, such information need not (and shall not) be provided to the Purchaser similar or other legends as deemed advisable by the Seller. The Purchaser further understands that Corporation to ensure compliance with the Seller is a federal agency Securities Act and that the Purchaser’s ability to bring a claim against the Seller under the federal securities any other applicable laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.:

Securities Matters. (1a) The Purchaser Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. (b) By exercising this Warrant, Holder (or any successor holder to whom this Warrant is either Transferred in accordance with Section 5) is deemed to represent and warrant to the Company that (i) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act with total assets in excess and was not organized for the purpose of $25,000,000 or (ii) a “qualified institutional buyer” within acquiring the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller Warrant or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Warrant Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has Holder’s financial condition is such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability that it is able to bear the economic risks risk of its prospective investment holding the Warrant Shares for an indefinite period of time; (v) can time and could afford the a complete loss of on such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” Holder has sufficient knowledge and experience in investing in companies similar to the Company so as defined to be able to evaluate the risks and merits of its investment in the Cuban Assets Control RegulationsCompany and has so evaluated the risks and merits of such investment, 31 C.F.R. Part 515understands that an investment in the Warrant Shares involves a significant degree of risk, including a risk of total loss of Holder’s investment, and understands the risk factors included, or that may be included in the future, in the Company’s periodic reports filed from time to time with the Securities and Exchange Commission; (iv) is a non-U.S. shell bank (as set forth in Section 313 Holder acknowledges that the Company has made available copies of its annual, quarterly and other reports and documents filed with the Securities and Exchange Commission pursuant to Sections 13(a), 14(a), 14(c) and 15(d) of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Securities Exchange Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly 1934, as amended, and the information incorporated in such reports and documents by reference, and acknowledges that, a reasonable time before Holder’s exercise of the Warrant, it has reviewed such reports and documents, has had the opportunity to a non-U.S. shell bankask questions about the Company and the Warrant Shares, that such questions have been answered to Holder’s satisfaction, and that it has obtained all other information with respect to an investment in the Warrant Shares that it has requested from the Company; and (v) Holder is acquiring the Warrant Shares for its own account for investment and not for resale or with a senior non-U.S. political figure or an immediate family member or close associate view to distribution thereof in violation of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result the Securities Act of any list published 1933. Except to the extent that the sale of the Warrant Shares by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering Company upon exercise of the proceeds Warrant has been registered under the Act, each and every certificate representing Warrant Shares delivered upon exercise of illegal activity; or (viii) is a person or entity that would cause this Warrant shall bear the Company to violate any Law (including bank or other financial institution regulatory lawsfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii)AS AMENDED, eachOR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, a “Prohibited Investor”)SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (9c) The Purchaser Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company has met and will continue to meet determined that the Company has complied with all of its obligations requirements under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqapplicable securities laws.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Each Shareholder hereby represents, warrants and covenants to the Purchaser, as follows: (1a) The Such Shareholder understands that the Purchaser is either (i) an “accredited investor” as defined in Rule 501 Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act in reliance on exemptions therefrom. (b) The Purchaser Shares are being acquired solely for such Shareholder's own account, for investment and are not being acquired with total assets in excess of $25,000,000 a view to or (ii) for the resale, distribution, subdivision or fractionalization thereof, the Shareholder has no present plans to enter into any such contract, undertaking, agreement or arrangement and such Shareholder further understands that the Purchaser Shares, may only be resold pursuant to a “qualified institutional buyer” within the meaning of Rule 144A registration statement under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view , or pursuant to the public distribution or sale of such Shares.some other available exemption; (2c) The Purchaser understands Shareholder is an "accredited investor" as that (i) the Purchased Shares are being sold term is defined in a transaction not involving any public offering within the meaning Regulation D of the Securities Act, Act and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges through its officers and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) directors has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and the risks of its prospective investment in the Purchased Shares; (iv) has the ability Purchaser Shares and is able to bear the economic risks risk of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk.Purchaser Shares; (6d) The Purchaser understands that Such Shareholder acknowledges, in connection with the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to purchase of the Purchaser Shares, that no representation has been made by representatives of the Seller. The Purchaser further understands regarding its business, assets or prospects other than that the Seller is a federal agency set forth herein and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from upon the Seller or information set forth in the Company, or any investigation or examination that the Seller may have conducted, with respect filings made by Purchaser pursuant to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge Section 13 of the PurchaserSecurities Exchange Act of 1934, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property as amended and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals such other representations and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (warranties as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)this Agreement. (9e) Such Shareholder agrees that the certificate or certificates representing the Purchaser Shares will be inscribed with substantially the following legend: "The Purchaser has met and will continue to meet all of its obligations securities represented by this certificate have not been registered under the Bank Secrecy Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of Purchaser's counsel that registration is not required under said Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor."

Securities Matters. The Shares are being acquired by the Purchaser for his own account and without a view to the public distribution or public sale of the Shares. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act (and in the case of the Investor, with total invested assets in excess of not less than $25,000,000 25 million, or (ii) a “qualified institutional buyer” within the meaning of as defined in Rule 144A under the Securities Act). The Purchased Shares are being acquired by the Purchaser for its the Purchaser’s own account and without a view to the public distribution or sale of such the Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, the Purchaser decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED 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. (5) The Purchaser acknowledges and agrees that it the Purchaser (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it the Purchaser is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it the Purchaser with respect thereto and the Seller shall not have any liability to it the Purchaser with respect thereto. (8) Neither the The Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereofis not: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.31

Securities Matters. Purchaser acknowledges and represents and warrants to Seller as follows: (1a) The Purchaser is either familiar with the Business and the Company. (ib) Purchaser has been advised that the Shares may not be sold, transferred, or otherwise disposed of except as provided herein, and understands that the Shares have not been registered under the Securities Act, or any state securities laws, in reliance on an “exemption for private offerings or the fact that the Shares are not securities and, if the Shares are securities, Purchaser may not be able to resell such Shares unless registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. (c) Purchaser is a "sophisticated investor" with substantial prior experience in business investments of the type described in this Agreement, and is aware of and familiar with the risks associated with the Business and the Company, and would qualify as an "accredited investor” " as such is defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (iiRegulation D, as enacted pursuant to Sections 3(b) a “qualified institutional buyer” within the meaning and 4(2) of Rule 144A under the Securities Act. The Purchased . (d) Purchaser is acquiring the Shares are being acquired by the Purchaser for its own account account, for investment only and without a view with no present intention of distributing, reselling, pledging, or otherwise disposing of such Shares, or any portion thereof. (e) Purchaser is familiar with the type of investment which the Shares constitute and has reviewed the acquisition of such Shares with its legal counsel and other advisors to the public distribution or sale of such extent it deems necessary. (f) Purchaser acknowledges that the Shares may have to be held indefinitely and that Purchaser can afford to do so, and to lose its entire investment in the Shares. (2g) The Purchaser recognizes that there has been no public market for the Shares and that after its acquisition of the Shares, there will be no such market, and Purchaser understands that (i) the Purchased Shares are being sold in a transaction it cannot involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as expect to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldfreely liquidate the Shares in case of emergency. (4h) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period Except as otherwise expressly set forth in Rule 144herein, unless sold in compliance with Rule 144, bear a legend no representations or warranties have been made to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by Seller or by any agent, employee, director or affiliate thereof and, in entering into the Seller. The transactions contemplated by this Agreement, Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on upon any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National information other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all results of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqown independent investigation.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) 3.4.1. The Purchaser is either (i) an “accredited investor” as defined in Rule 501 understands that, upon issuance, the Common Stock will not be registered under the Securities Act with total assets in excess of $25,000,000 or 1933, as amended (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the "Securities Act"), or any applicable state securities laws in reliance on exemptions from the registration requirements therein, and that the Company's reliance on such exemptions is predicated on the Purchaser's representations set forth herein and otherwise in connection with the offer and sale of the Common Stock. 3.4.2. The Purchased Shares are Common Stock is being acquired by the Purchaser for investment for its own account account, not as a nominee or agent, and without not with a view to the public sale or distribution of all or sale any part thereof, and the Purchaser has no present intention of selling, granting participation in or otherwise distributing the same in violation of applicable securities laws. The Purchaser represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such Sharesperson or to any third person, with respect to the Common Stock, in violation of applicable securities laws. (2) 3.4.3. The Purchaser understands that (i) has been afforded, prior to the Purchased Shares are being sold in a transaction not involving any public offering within the meaning execution of the Securities ActAgreement, the opportunity to ask questions of, and accordinglyto receive answers from, the Company's executive officers, and to obtain any additional information, to the extent the Company has such Shares are “restricted securities” within the (3) The Purchaser understands that none information or could have acquired it without unreasonable effort or expense, necessary to make an informed investment decision with respect to the purchase of the Seller Common Stock, (ii) has not relied upon any representation, warranty or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offerstatement, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period other than those expressly set forth in Rule 144this Agreement and the public documents filed by the company with the Securities and Exchange Commission, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits merits, risks and risks suitability of its prospective investment in the Purchased Shares; (iv) has the ability to and can bear the economic risks of its prospective investment for an indefinite period this investment, and (iv) acknowledges and understands that the Company has relied upon the representations made by the Purchaser in the Agreement and otherwise in connection with the offer and sale of time; the Common Stock, and (v) can afford represents and warrants that Purchaser's representations herein are true, complete and accurate as of the complete loss date of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskthis Agreement. (6) 3.4.4. The Purchaser understands that the Seller Common Stock may have access to information about not be sold, transferred or otherwise disposed of without registration of such Common Stock under the Company that is not generally available to Securities Act and any applicable state securities laws, or the publicavailability of exemptions from the registration provisions thereunder, and acknowledges and agrees thatthat in the absence of an effective registration statement covering the Common Stock or available exemptions from registration, to the extent the Seller has any such information, such information need not (and shall not) Common Stock must be provided to the Purchaser by the Sellerheld indefinitely. 3.4.5. The Purchaser further understands is aware that the Seller is a federal agency and that the Purchaser’s ability Common Stock to bring a claim against the Seller be issued hereunder may not be sold pursuant to Rule 144 promulgated under the federal securities laws may be limitedSecurities Act unless all the conditions of that Rule are satisfied. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (a) Seller agrees that Seller was in a position to obtain information from Buyer that has enabled it to evaluate its investment in Buyer. Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, Seller is acquiring the Common Stock for its own account for investment purposes, and not with a view to distribution. (c) Seller acknowledges that Buyer has not registered with the SEC or any state agency any of the Common Stock that will be issued to Seller as part of the Purchase Price. As such, it constitutes restricted securities. (d) Seller acknowledges (1) that Buyer has sustained losses in the past; (2) that there can be no assurance that net income will be realized by Buyer or its affiliates; and (3) as such, there can be no assurance that Seller will receive any return on its investment. (e) Seller understands that there is no assurance that the Company will achieve any net income that is passed on to Seller. Seller is an entity that is able to bear the economic risk of an investment in the Common Stock Buyer. In making this statement, Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of its investment. (f) Seller understands and acknowledges that although the Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Seller agrees that it will not sell or otherwise transfer that Common Stock unless it is registered, or unless an exemption from any federal and state registration requirements are available to the satisfaction of Buyer. Seller agrees that the certificate(s) evidencing that Common Stock can contain a restrictive legend, in a form the same as or similar to the following: “The Purchaser is either shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (i) an the “accredited investorAct”), or under the comparable provisions of the securities laws of any state or other jurisdiction; and are therefore “restricted securities” as defined in Rule 501 144 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being shares may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act and other applicable laws, or pursuant to an exemption from registration under the Act and other applicable laws, the availability of which is to be established to the satisfaction of the corporation.” (g) Seller agrees that the Common Stock acquired by Seller as part of the Purchaser Purchase Price will not be resold, or offered for its own account and without resale, or otherwise transferred by Seller for a view to period of at least six months after the public distribution or sale of such SharesClosing Date. (h) SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldCONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Each Shareholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as the Buyer as to be capable of evaluating the merits and risks of its prospective an investment in the Purchased TMP Shares; (iv) . Each Shareholder has the financial ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss risk of such investment; and (vi) recognizes that the Shareholder's investment in the Purchased TMP Shares involves substantial riskbeing acquired by such Shareholder hereunder, has adequate means for providing for her current needs and contingencies and has no need for liquidity with respect to her investment in Buyer. (6b) The Purchaser Each Shareholder is acquiring the TMP Shares for investment for his/her own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof. Each Shareholder understands that the Seller may TMP Shares have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller been registered under the federal Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws may be limitedof various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of the Shareholder's investment intent as expressed herein. (7c) The Purchaser Each Shareholder acknowledges that it the TMP Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is not relying on any advice available. Each Shareholder has been advised or recommendation from is aware of the Seller or provisions of Rule 144 promulgated under the Company, or any investigation or examination that Securities Act which permits limited resale of the Seller may have conducted, with respect securities purchased in a private placement subject to the Shares or satisfaction of certain conditions including, among other things, the Company, availability of certain current public information about Buyer and compliance with applicable requirements regarding the holding period and the Seller has not made any representation, warranty or covenant, express or implied, amount of securities to it with respect thereto be sold and the Seller shall not have any liability to it with respect theretomanner of sale. (8) Neither d) Each Shareholder has relied upon independent investigations made by such Shareholder or her representatives and is fully familiar with the Purchaser nor business, results of operations, financial condition, prospects and other affairs of Buyer and realizes the TMP Shares are a speculative investment involving a high degree of risk for which there is no assurance of any person or entity controllingreturn. Each Shareholder has, controlled by or under common control with itamong other things, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: received and carefully reviewed (i) is a person or entity listed in TMP's Annual Report on Form 10-K for the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property fiscal year ended December 31, 1999, and Prohibiting Transactions with Persons Who Commitall amendments thereto, Threaten to Commit, or Support Terrorism); (ii) is named TMP's Quarterly Reports on Form 10-Q for the List of Specially Designated Nationals quarter ended March 31, 2000 and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); June 30, 2000, and all amendments thereto, (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control RegulationsTMP's Proxy Statement filed April 20, 31 C.F.R. Part 515; 2000, (iv) is a nonTMP's Current Reports on Form 8-U.S. shell bank K dated January 4, 2000, January 11, 2000, June 30, 2000, July 12, 2000 and August 2, 2000, and all amendments thereto (as set forth the items referred to in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). iv) are collectively referred to herein as the "Exchange Act Filings") and (9v) The Purchaser has met and will continue all other information filed by TMP pursuant to meet all the Securities Act or the Securities Exchange Act of its obligations under the Bank Secrecy Act1934, as amended (31 U.S.C. Section 5311 et seq.) the "Exchange Act"). Each Shareholder acknowledges that in connection with the transactions contemplated hereby, neither Buyer nor anyone acting on its behalf or any other person has made, and such Shareholder is not relying upon, any representations, statements or projections concerning Buyer, its implementing regulationspresent or projected results of operations, if applicablefinancial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the TMP Shares or TMP's business or any other matter in relation to TMP's business or affairs. Each Shareholder has had an opportunity to discuss TMP's business, management, financial affairs and acquisition plans with its management, to review TMP's facilities, and to obtain such additional information concerning such Shareholder's investment in the TMP Shares in order for such Shareholder to evaluate its merits and risks, and such Shareholder has determined that the TMP Shares are a suitable investment for such Shareholder and that at this time such Shareholder could bear a complete loss of such Shareholder's investment. (10e) The funds used Each Shareholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the Transaction Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Shareholder must forego the security, if any, that such a review would provide. (f) Each Shareholder understands and acknowledges that neither the Internal Revenue Service nor any other tax authority has been asked to purchase rule on the Purchased tax consequences of the transactions contemplated hereby or by the Transaction Documents and, accordingly, in making such Shareholder's decision to acquire the TMP Shares were legally derived from legitimate sources such Shareholder has relied upon the investigations of such Shareholder's own tax and not from any Prohibited business advisers in addition to such Shareholder's own independent investigations, and that such Shareholder and such Shareholder's advisers have fully considered all the tax consequences of such Shareholder's acquisition of the TMP Shares. (g) Each Shareholder is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act by reason of being a natural person who had an individual income in excess of $200,000 in cash of the two most recent years and has a reasonable expectation of reaching the same income level in the current year. Each Shareholder understands that all certificates for the TMP Shares issued to such Shareholder shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

Securities Matters. (1) The Such Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with with, if such Purchaser is not an individual, total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the such Purchaser for its such Purchaser’s own account (except for sales contemplated to be made by Xxxxx, Xxxxxxxx & Xxxxx, Inc. in connection with the closing of the Transaction) and without a view to the public distribution or public sale of such the Shares. (2) The Such Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, such Purchaser decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) such Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Such Purchaser understands that none of neither the Seller or nor the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the such Purchaser will ever be able to be sold. (4) The Such Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED 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. (5) The Such Purchaser acknowledges and agrees that it such Purchaser (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.and

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicated on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Company has made available to the Purchaser or the Purchaser's advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for investment in the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4f) The Purchaser understands that Purchaser, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Company and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Shares; (iv) . In connection with the purchase of the Shares, the Purchaser has relied solely upon independent investigations made by the ability to bear Purchaser, and has consulted the economic risks Purchaser's own investment advisors, counsel and accountants. The Purchaser has adequate means of its prospective investment providing for an indefinite period of time; (v) current needs and personal contingencies, and has no need for liquidity and can afford the sustain a complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskShares. (6g) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” "Accredited Investor" as defined in Rule 501(a) under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting Securities Act and Strengthening America has documented his or her accredited status by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate delivery to the laundering Company of a completed questionnaire in the proceeds form of illegal activity; or Exhibit B hereto attesting thereto (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”"ACCREDITED INVESTOR QUESTIONNAIRE"). (9h) The Purchaser has met and will continue to meet all not received any general solicitation or general advertising concerning the Shares, nor is the Purchaser aware of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqany such solicitation or advertising.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (a) Each Seller agrees that such Seller was in a position to obtain information from Buyer that has enabled it to evaluate its investment in Buyer. Such Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, each Seller is acquiring the Common Stock for its own account for investment purposes, and not with a view to distribution. (c) Each Seller acknowledges that Buyer has not registered with the SEC or any state agency any of the Common Stock that will be issued to such Seller as part of the Purchase Price. As such, it constitutes restricted securities. (d) Each Seller acknowledges (1) that Buyer has sustained losses in the past; (2) that there can be no assurance that net income will be realized by Buyer or its Affiliates; and (3) as such, there can be no assurance that such Seller will receive any return on its investment. (e) Each Seller understands that there is no assurance that Buyer will achieve any net income that is passed on to such Seller. Such Seller is an entity that is able to bear the economic risk of an investment in the Common Stock of Buyer. In making this statement, such Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of its investment. (f) Each Seller understands and acknowledges that although the Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Such Seller agrees that it will not sell or otherwise transfer that Common Stock unless it is registered, or unless an exemption from any federal and state registration requirements are available to the satisfaction of Buyer. Such Seller agrees that the certificate(s) evidencing that Common Stock can contain a restrictive legend, in a form the same as or similar to the following: “The Purchaser is either shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (i) an the “accredited investorAct”), or under the comparable provisions of the securities laws of any state or other jurisdiction; and are therefore “restricted securities” as defined in Rule 501 144 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being shares may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act and other applicable laws, or pursuant to an exemption from registration under the Act and other applicable laws, the availability of which is to be established to the satisfaction of the corporation.” (g) Each Seller agrees that the Common Stock acquired by such Seller as part of the Purchaser Purchase Price will not be resold, or offered for its own account and without resale, or otherwise transferred by such Seller for a view to period of at least six months after the public distribution or sale of such SharesClosing Date. (h) EACH SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldCONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 Seller understands that the shares of Stock Consideration have not been registered under the Securities Act with total assets in excess of $25,000,000 or 1933, as amended, and the rules and regulations thereunder (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the "Securities Act. The Purchased Shares are being acquired by "), on the Purchaser for its own account and without a view grounds that the issuance thereof to the public distribution or sale of such Shares. (2Seller in connection with this Agreement is exempt from registration pursuant to Section 4(2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A Act and/or Regulation D promulgated under the Securities Act for ("Regulation D"), and that the offerreliance of Buyer on such exemptions is predicated in part on the representations, resalewarranties, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldcovenants and acknowledgements set forth in this Section. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require Seller is an Accredited Investor, as that term is defined in Regulation D, and the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; Stock Consideration will be acquired by Seller for its own account. (iii) Seller: (A) acknowledges that the Stock Consideration is not registered under the Securities Act and must be held indefinitely unless the Stock Consideration is subsequently registered under the Securities Act or an exemption from registration is available, (B) is aware that any routine sales of the Stock Consideration made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (C) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date will not be, available for use for resale of the Stock Consideration, and (D) is aware that Buyer is not obligated to register any sale, transfer or other disposition of the Stock Consideration. (iv) Seller has such knowledge and experience in financial and business matters as to be that it is fully capable of evaluating the risks and merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; Stock Consideration. (v) can afford Seller acknowledges that Pegasus Communications Corporation is a corporation that is a public registrant required to file periodic disclosure documents pursuant to the complete loss United States Securities Laws and that Seller had the opportunity to review any all such publicly filed documents, that it desired to review, by accessing them at the Securities and Exchange Commission's (SEC) public website, xxx.xxx.xxx, or by requesting specific documents or information directly from Buyer, and Seller confirms and acknowledges that: (A) Buyer has afforded Seller the opportunity to ask questions of and receive answers from Buyer's officers concerning the terms and conditions of this Agreement and the Seller's investment in the Stock Consideration and to obtain such additional information as Seller has requested, and (B) Seller has availed itself of such investment; opportunity to the extent it deems necessary and has received the information requested. (vi) recognizes Seller covenants and agrees that it will not sell, transfer or otherwise dispose of any of the Stock Consideration or any interest therein (unless such sale, transfer or disposition has been registered under the Securities Act) without there first having been compliance with either of the following conditions: (1) Buyer shall have received a written opinion of counsel in form and substance reasonably satisfactory to Buyer, or a copy of a "no-action" or interpretive letter of the Securities and Exchange Commission, specifying the nature and circumstances of the proposed transfer and indicating that the investment proposed transfer will not be in violation of any of the Purchased Shares involves substantial riskprovisions of the Securities Act; or (2) Buyer shall have received an opinion from its own counsel to the effect that, or shall otherwise be satisfied that, the proposed transfer will not be in violation of any of the provisions of the Securities Act. (6vii) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is certificates representing the Stock Consideration will contain a restrictive legend noting the restrictions on transfer described in this Section, Section 3.4 and under federal agency and applicable state securities laws, and that the Purchaser’s ability appropriate "stop-transfer" instructions will be given to bring a claim against the Seller under the federal securities laws may be limitedBuyer's stock transfer agent. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares Shares, nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or the state securities or "Blue Sky" laws of any state of other jurisdiction, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicated on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves a degree of risk and restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Purchaser acknowledges that the Company has made available to the Purchaser or the Purchaser's representatives or advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser also acknowledges that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, financial condition, results of operations and prospects of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldinvestment in such securities. (4f) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the relative merits and risks of its prospective the proposed investment in the Purchased Shares; (iv) has the ability Company, and is able to bear the economic risks risk of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskpursuant to this Agreement and can afford to sustain a total loss on such investment. (6g) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall notan "accredited investor" as defined in Rule 501(a) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller of Regulation D under the federal securities laws may be limitedSecurities Act. (7h) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither principal place of business of the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President state of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)New Jersey. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1i) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk and that the Purchaser may lose its entire investment in the Shares. (ii) The Purchaser is either (i) an “accredited investor” as defined acquiring the Shares without having been furnished any offering literature or prospectus specifically prepared in Rule 501 under connection with the Securities Act with total assets in excess offer and sale of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActShares pursuant hereto. The Purchased Shares are being acquired by Purchaser has received the SEC Reports and the Registration Statement and all additional information requested from the Company and acknowledges that the Company has made available to it or its advisors the opportunity to obtain additional information to evaluate the merits and risks of the purchase of the Shares. The Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and to conduct such investigations and inquiries as the Purchaser deems appropriate for its own account purposes of investment in the Shares pursuant to this Agreement. The Purchaser has read and understands the SEC Reports and the prospectus contained in the Registration Statement, including without a view limitation the "Risk Factors" section thereof, and acknowledges that the disclosures included therein constitute risks to the public distribution or Purchaser in connection with the purchase of the Shares. The Purchaser has also read and understands the section of the prospectus contained in the Registration Statement entitled "Description of the Company's Securities" and understands the Company's capital structure and the substantial dilution to the Purchaser's interest in the Company that can occur upon the exercise of warrants and stock options. Without limiting the foregoing, the Purchaser acknowledges its understanding that (A) the Company will need substantial additional capital, which may be raised through sale of such Sharesadditional securities, thereby further diluting the Purchaser's interest in the Company, (B) the Company's drug candidate for the treatment of lupus erythematosus, LJP 394, may not prove effective in producing a sustained reduction of antibodies to double-stranded DNA and may not provide a meaningful clinical benefit, and (C) the Company's other drug candidates are at earlier stages of development and involve comparable risks. (2iii) The Purchaser understands that (iA) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of neither registered under the Securities ActAct nor under the securities laws of any state or foreign country, (B) the certificates evidencing the Shares will bear a legend to the effect set forth in Section 5(b) (relating to restrictions on transfer), and accordingly, such (C) appropriate stop transfer instructions against the Shares are “restricted securities” within thewill be placed with the Company's transfer agent. (3iv) The Purchaser has expertise in evaluating and investing in companies like the Company and is able to assess the relative merits and risks of an investment in the Company and to sustain a total loss on such investment. (v) The Purchaser understands that none of the Seller or the Company is making any representation as that, in addition to the availability of Rule 144 contractual restrictions on transfer set forth in this Agreement, the Shares cannot be offered, sold or Rule 144A transferred unless the Shares are registered under the Securities Act for or an exemption from the offer, resale, pledge or transfer registration requirements of any Sharesthe Securities Act is available, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.registration requirements

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its the Purchaser’s own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, the Purchaser decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it the Purchaser (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited., (7) The Purchaser acknowledges that it the Purchaser is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto the Purchaser and the Seller shall not have any liability to it with respect theretothe Purchaser. (8) Neither the The Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereofis not: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.31

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, it decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) 8) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (109) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) Seller is an “accredited investor” as defined in Rule 501 within the meaning of the rules and regulations promulgated under the Securities Act with total assets in excess of $25,000,000 or 1933, as amended (the “Securities Act”). (ii) a “qualified institutional buyer” within Subject to the meaning Plan of Rule 144A under Reorganization, the Securities Act. The Purchased Shares shares of Common Stock representing the Share Consideration are being acquired by Seller and not by any other person and for the Purchaser account of Seller, not as a nominee or agent and not for the account of any other person. (iii) Subject to the Plan of Reorganization, Seller is acquiring the shares of Common Stock representing the Share Consideration for its own account and without not with a view to toward the public sale or distribution of any part thereof by public or private sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Actor other disposition, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller except pursuant to sales or the Company is making any representation as to the availability of Rule 144 or Rule 144A other distributions registered under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldunder an exemption from such registration and in compliance with applicable federal and state securities Laws. (4iv) The Purchaser Seller (A) has had reasonable opportunity to ask questions of and receive answers from Buyer concerning the acquisition of the shares of Common Stock representing the Share Consideration, (B) has been permitted access, to Seller’s satisfaction, to Buyer’s annual report on Form 10-K for the year ended December 31, 2012 and all other public filings (the “SEC Filings”) made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), and (C) understands that the Purchased Shares will, until the expiration acquisition of the shares of Common Stock representing the Share Consideration is subject to risks as stated in the risk factors disclosed in Buyer’s SEC Filings or as otherwise may be applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser similar investments and acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of has had an investment advisor or other purchaser representative opportunity to purchase the Purchased Shares; (iii) has review, and upon review, fully understands such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; risk factors. (v) can afford Seller (A) has provided each of its shareholders with a reasonable opportunity to ask questions of and receive answers from Buyer concerning the complete loss acquisition of such investment; the shares of Common Stock representing the Share Consideration, (B) has provided each of its shareholders with access to Buyer’s annual report on Form 10-K for the year ended December 31, 2012 and with access to all other SEC Filings of Buyer through XXXXX, and (viC) recognizes that the investment has provided each of its shareholders with a shareholder letter in the Purchased Shares involves substantial risk. form attached hereto as Exhibit C (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited InvestorShareholder Letter”)) and requested that each such shareholder execute and return the Shareholder Letter to Seller. (9vi) The Purchaser has met and will continue shares of Common Stock representing the Share Consideration were not offered to meet all Seller by way of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicablegeneral solicitation or general advertising by any means. (10vii) The funds used Seller understands and agrees that the shares of Common Stock representing the Share Consideration have not been registered or qualified under the Securities Act or any applicable state securities Laws and Seller has provided notice to purchase each of its shareholders that the Purchased Shares were legally derived from legitimate sources and shares of Common Stock representing the Share Consideration have not from been registered or qualified under the Securities Act or any Prohibited Investorapplicable state securities Laws.

Securities Matters. (1a) The Purchaser LLC is either aware of the business affairs and ------------------ financial condition of the Business, and has acquired sufficient information about the Company and the Business to reach an informed and knowledgeable decision to acquire the Purchased Common Shares and the Purchased Preferred Shares. LLC is purchasing the Purchased Common Shares and the Purchased Preferred Shares for its 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 of 1933, as amended (the "Securities Act"). -------------- (b) LLC understands that the Purchased Common Shares and the Purchased Preferred Shares have not been registered under the Securities Act in reliance upon a specific exemption therefor, which exemption depends upon, among other things, the bona fide nature of LLC's investment intent as expressed herein. (c) LLC further understands that the Purchased Common Shares and the Purchased Preferred Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, LLC understands that the certificates evidencing the Purchased Common Shares and the Purchased Preferred Shares will be imprinted with the legend referred to in the Shareholders' Agreement. (d) LLC 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, if applicable, including, among other things: (i) the availability of certain public information about the Company; (ii) the resale occurring not less than one year after the party has purchased and paid for the securities to be sold; (iii) the sale being made through a broker in an “unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (e) LLC represents that it is an "accredited investor” " as that term is defined in Rule 501 of Regulation D under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect theretosuccessor regulation thereunder. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) As a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view material inducement to the public distribution Company to issue the Stock and Warrant to the Consultant, pursuant to Paragraph 4, the Consultant (referred to in the following paragraphs as “you” or sale “your”) represents and warrants to the Company as follows: 7.1 You have, by reason of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, your business and accordinglyfinancial experience, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offerknowledge, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge sophistication and experience in financial and business matters and in making investment decisions of this type that you are capable of (i) evaluating the merits and risks of an investment in the Stock and the Warrant or in the common stock issuable upon exercise thereof and making an informed investment decision; (ii) protecting your own interest; and (iii) bearing the economic risk of such investment for an indefinite period of time. 7.2 You are an “accredited purchaser” as that term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “1933 Act”), a copy of which is attached hereto as Appendix B and incorporated herein by this reference. 7.3 You are acquiring the Stock and the Warrant, and will acquire the shares issuable upon the exercise of the Warrant, for investment for your own account, and not with a view toward distribution thereof, and with no present intention of dividing your interest with others or reselling or otherwise disposing of all or any portion of the Stock or the Warrant or the shares issuable upon exercise of the Warrant. You have not offered or sold a participation in the Stock or the Warrant or the shares issuable upon exercise of the Warrant, and will not offer or sell any interest therein. You further acknowledge that you do not have in mind any sale of the Stock or the Warrant or the shares issuable upon exercise of the Warrant currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined events or consequence; and that you have no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Stock or the Warrant or the shares issuable upon exercise of the Warrant and are not aware of any circumstances presently in existence that are likely in the future to prompt a disposition thereof. 7.4 You acknowledge that the Stock or the Warrant or the shares issuable upon exercise of the Warrant have been offered to you in direct communication between yourself and the Company and not through any advertisement of any kind. 7.5 You acknowledge that the Company has given you access to all information relating to the Company’s business that you have requested and that you have had access to the Company’s periodic reports filed with the Securities and Exchange Commission. You acknowledge that you have sufficient knowledge, financial and business experience concerning the affairs and conditions of the Company so that you can make a reasoned decision as to be this investment in the Company and is capable of evaluating the merits and risks of its prospective investment in this investment. Based on the Purchased Shares; (iv) has the ability foregoing, you hereby agree to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about indemnify the Company that is not generally available to and the publicofficers, directors and acknowledges and agrees thatemployees thereof harmless against all liability, to the extent the Seller has costs or expenses (including reasonable attorneys’ fees) arising by reason of or in connection with any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on misrepresentation or any advice or recommendation from the Seller or the Companybreach of your warranties, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or arising as a result of any list published by your acquisition, sale or other distribution of the U.S. Department Stock or the Warrant or the shares issuable upon exercise of Commercethe Warrant in violation of the 1933 Act, the U.S. Department Securities Exchange Act of Treasury1934 Act, as amended, or the U.S. Department of Stateany other applicable law, including any agency either federal or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged instate. The representations and warranties contained herein shall be binding upon your heirs, or derived funds fromlegal representatives, activities that relate to the laundering successors and assigns. 7.6 You are aware of the proceeds restrictions of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase transferability of the Purchased Shares Stock or the Warrant or the shares issuable upon exercise of the Warrant and further understand and acknowledge that any certificates evidencing the Stock or the Warrant or the shares issuable upon exercise of the Warrant will bear a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (categories COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS. 7.7 You understand that the Stock or the Warrant or the shares issuable upon exercise of the Warrant may only be disposed of pursuant to either (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations an effective registration statement under the Bank Secrecy 1934 Act, as amended or (31 U.S.C. Section 5311 et seqii) an exemption from the registration requirements of the 1933 Act. The Company has neither filed such a registration statement with the SEC or any state authorities nor agreed to do so.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, it decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED 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. (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- anti-money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Purchaser understands and acknowledges that: (1a) The Purchaser is either the Purchased Shares (i) an “accredited investor” as defined in Rule 501 and the offering relating to the Purchased Shares have not been registered under the Securities Act with total assets in excess of $25,000,000 1933, as amended (the “Securities Act”) or any state securities laws, (ii) based in part upon the representations made by Purchaser in this Agreement, will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof, (iii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (iv) will not have the protection of Section 11 of the Securities Act; (b) Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom; (c) such exemptions depend upon, among other things, the bona fide nature of the investment intent of Purchaser expressed herein; (d) the Purchased Shares (i) are “qualified institutional buyerRestricted Securities” within the meaning of Rule 144A 144 under the Securities Act. The , (ii) are subject to restrictions on transferability and resale and (iii) may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom; (e) any transfer of participations in the Purchased Shares are being acquired or any arrangement for an economic interest in the Purchased Shares to be held or owned by anyone other than Purchaser will constitute a violation of these representations and will be null and void; and (f) Purchaser will not sell or transfer the Purchaser for its own account Purchased Shares unless: (1) there is then in effect a registration statement under the Securities Act covering such proposed disposition and without a view to the public distribution or sale of such Shares.disposition is made in accordance with such registration statement; or (2) The Purchaser understands shall have notified the Company of the proposed disposition and, upon the Company’s request, shall have furnished the Company with an opinion of counsel, which opinion and counsel both are satisfactory to the Company, that (i) the such disposition is exempt from registration of such Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offeror any applicable state, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor foreign or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risksecurities laws. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands Members understand that (i) the Purchased Shares are being sold notes issued by Buyer, and the offer and sale thereof, have not been registered or qualified under the Securities Act or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) Buyer's reliance on such Shares are “restricted securities” within the (3) The Purchaser understands that none of exemptions is predicated on the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldMembers' representations set forth herein. (4b) The Purchaser understands Members acknowledge that an investment in Buyer involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchased Shares will, until Members may lose their entire investment in the expiration notes issued by Buyer (the "SECURITIES"). (c) Buyer has made available to the Members or the Members' advisors the opportunity to obtain information to evaluate the merits and risks of the applicable holding period set forth investment in Rule 144the Securities, unless sold and the Members have received all information requested from Buyer. The Members have had an opportunity to ask questions and receive answers from Buyer regarding the terms and conditions of the offering of the Securities and the business, properties, plans, prospects, and financial condition of Buyer and to obtain additional information as the Members have deemed appropriate for purposes of investing in compliance with Rule 144, bear a legend the Securities pursuant to substantially the following effect:this Agreement. (5d) The Purchaser acknowledges Members, personally or through advisors, have expertise in evaluating and agrees that it (i) is investing in private placement transactions of securities of companies in a sophisticated investor; (ii) does not require the assistance similar stage of an investment advisor or other purchaser representative development to purchase the Purchased Shares; (iii) has such Buyer and have sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in Buyer. In connection with the Purchased Shares; (iv) has purchase of the ability to bear Securities, the economic risks Members have relied solely upon independent investigations made by the Members, and have consulted their own investment advisors, counsel and accountants. The Members have adequate means of its prospective investment providing for an indefinite period of time; (v) current needs and personal contingencies, and have no need for liquidity and can afford the sustain a complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskSecurities. (6e) The Purchaser understands that Securities to be issued by Buyer hereunder will be acquired for the Seller may have access to information about the Company that is Members' own account, for investment purposes, not generally available to the publicas a nominee or agent, and acknowledges and agrees that, not with a view to or for sale in connection with any distribution of the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal Securities in violation of applicable securities laws may be limitedlaws. (7f) The Purchaser acknowledges Members understand that it is not relying on no federal or state agency has passed upon the Securities or made any advice finding or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect determination as to the Shares or fairness of the Company, and investment in the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect theretoSecurities. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (ig) Each Member is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” "Accredited Investor" as defined in Rule 501(a) under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Securities Act and has each documented his or her accredited status by delivery to Buyer of a completed questionnaire in the form of Exhibit B hereto attesting thereto (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”"ACCREDITED INVESTOR QUESTIONNAIRE"). (9h) The Purchaser Neither the Company nor any Member has met and will continue to meet all received any general solicitation or general advertising concerning the Securities, nor is the Company or any Member aware of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqany such solicitation or advertising.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either Each of Harbinger Master and Harbinger Special (i) is an “accredited investor” as such term is defined in under Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in business and financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk.Securities; (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) understands that ownership of the Securities involves substantial risk and is named on capable of bearing the List of Specially Designated Nationals and Blocked Persons maintained by economic risks associated with the U.S. Office of Foreign Assets Control (OFAC); investment in the Securities; (iii) is acquiring the Securities for its own account, for investment and not with a Designated National other than an “unblocked national” as defined view to any public distribution thereof in a matter that would require registration thereof or the Cuban Assets Control Regulations, 31 C.F.R. Part 515; transactions contemplated hereby under the Securities Act; (iv) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause it to sell the Securities other than in compliance with the requirements of the Securities Act or pursuant to an exemption therefrom; (v) has no contract, undertaking, agreement, understanding or arrangement with any Person to sell, transfer, or pledge to any Person any part or all of the Securities being acquired, or any interest therein, and has no present plans to enter into the same; (vi) understands that neither the sale of the Securities by the Stockholders nor the issuance of any underlying Common Stock issuable upon exercise of the Warrants has been registered under the Securities Act, and that the Securities must continue to be held by Harbinger unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (vii) understands that the certificates evidencing the Securities shall bear a non-U.S. shell bank (as restricted legend to the effect set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or preceding paragraph; (viii) is a person or entity an existing securityholder of the Company, has reviewed the information contained in the Registration Statement, is relying solely upon the advice of its own financial, legal and tax advisors, has made its own independent investigation and evaluation of the merits and risks of the investments in the Securities and acknowledges that would cause it has received no information concerning the business of the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which from the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of Stockholders in making its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used decision to purchase the Purchased Shares were legally derived from legitimate sources Securities and enter into this Agreement; and (ix) acknowledges that the Stockholders are relying on the representation and warranties of Harbinger contained in this Section 4.2(e) and would not from any Prohibited Investorconsummate the transactions contemplated by this Agreement, in the absence of the representations and warranties of Harbinger contained in this Section 4.2(e).

Securities Matters. (1a) The Purchaser GMSP understands and acknowledges that the Exchange Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) GMSP is either (i) an “accredited investor” (as defined in Rule 501 under 501(a) of the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D under the Securities Act. The Purchased Shares are being acquired by ) resident and domiciled in the Purchaser State of Texas. (c) GMSP (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the Exchange Securities and (ii) is able to bear the economic risk of an investment in the Exchange Securities for an indefinite period of time, including the risk of a complete loss of any such investment. (d) GMSP is acquiring the Exchange Securities for its own account for investment purposes and without not with a view to to, or for offer or sale for GNAC in connection with, the public distribution or sale of such Sharesresale thereof. (2e) The Purchaser GMSP understands and agrees that (i) the Purchased Shares Exchange Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordinglythat the Exchange Securities may not be offered, such Shares are “restricted securities” within the sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. GMSP agrees, on its own behalf and on behalf of any accounts for which GMSP is acting, that if GMSP should sell or otherwise transfer any Exchange Securities, it will do so only (3i) The Purchaser understands that none pursuant to an exemption from the registration requirements of the Seller Securities Act (if available) or if the Company is making any representation as Securities Act does not apply or (ii) pursuant to the availability of Rule 144 or Rule 144A an effective registration statement under the Securities Act for Act, and GMSP further agrees to provide to any Person purchasing any of the offer, resale, pledge or transfer Exchange Securities from it a notice advising such purchaser that resales of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldExchange Securities are restricted as stated herein. (4f) The Purchaser GMSP understands that the Purchased Shares will, until certificates for the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, Exchange Securities purchased pursuant to this Agreement will bear a legend substantially to substantially the following effect: : THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A SECURITIES EXCHANGE AGREEMENT DATED AS OF AUGUST 27, 2004, BETWEEN GAINSCO, INC. AND GXXX MXXXX STRATEGIC PARTNERS, L.P. SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an THE “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiiSECURITIES ACT”), eachOR ANY STATE SECURITIES LAW, a “Prohibited Investor”)AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser Buyer understands and acknowledges that the Series C Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Buyer is either (i) an “"accredited investor” " (as defined in Rule 501 under 501(a) of the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D under the Securities Act. The Purchased ). (c) Buyer (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Series C Shares are being acquired by and (ii) is able to bear the Purchaser economic risk of an investment in the Series C Shares for an indefinite period of time, including the risk of a complete loss of any such investment. (d) Buyer is acquiring the Series C Shares for its own account for investment purposes and without not with a view to to, or for offer or sale for GNA in connection with, the public distribution or sale of such Sharesresale thereof. (2e) The Purchaser Buyer understands and agrees that (i) the Purchased Series C Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordinglythat the Series C Shares may not be offered, such Shares are “restricted securities” within the sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Buyer agrees, on its own behalf and on behalf of any accounts for which Buyer is acting, that if Buyer should sell or otherwise transfer any Series C Shares, it will do so only (3i) The Purchaser understands that none pursuant to an exemption from the registration requirements of the Seller Securities Act (if available) or if the Company is making any representation as Securities Act does not apply or (ii) pursuant to the availability of Rule 144 or Rule 144A an effective registration statement under the Securities Act for Act, and Buyer further agrees to provide to any Person purchasing any of the offer, resale, pledge or transfer Series C Shares from it a notice advising such purchaser that resales of any Shares, or that any the Series C Shares purchased by the Purchaser will ever be able to be soldare restricted as stated herein. (4f) The Purchaser Buyer understands that the Purchased certificates for the Series C Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, purchased pursuant to this Agreement will bear a legend substantially to substantially the following effect: : THE SERIES C SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 26, 2001, BETWEEN GAINSCO, INC. AND XXXX XXXXX STRATEGIC PARTNERS, L.P. SUCH SERIES C SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiiTHE "SECURITIES ACT"), eachOR ANY STATE SECURITIES LAW, a “Prohibited Investor”)AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either Each of Harbinger Master and Harbinger Special: (i) is an “accredited investor” as such term is defined in under Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in business and financial and business matters as to be capable of evaluating the merits and risks of its prospective the investment in the Purchased Shares; (ivii) has understands that ownership of the ability to bear Shares involves substantial risk and is capable of bearing the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that associated with the investment in the Purchased Shares involves substantial risk.for an indefinite period; (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is acquiring the Purchased Shares for its own account, for investment and not with a Designated National other than an “unblocked national” as defined view to any public distribution thereof in a matter that would require registration thereof or the Cuban Assets Control Regulations, 31 C.F.R. Part 515; transactions contemplated hereby under the Securities Act; (iv) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause it to sell the Purchased Shares other than in compliance with the requirements of the Securities Act or pursuant to an exemption therefrom; (v) has no contract, undertaking, agreement, understanding or arrangement with any Person to Transfer to any Person any part or all of the Purchased Shares being acquired, or any interest therein, and has no present plans to enter into the same; (vi) understands that the sale of the Purchased Shares by the Stockholder has not been registered under the Securities Act, and that the Purchased Shares must continue to be held by Harbinger unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (vii) understands that the certificates evidencing the Purchased Shares shall bear a non-U.S. shell bank (as restricted legend to the effect set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or preceding paragraph; (viii) is an existing holder of a person or entity that would cause significant amount of stock of the Company, has reviewed information regarding the Company available to violate any Law (including bank the public or other financial institution regulatory lawsotherwise available to it which it deems sufficient, regulations or orders) to which is relying solely upon the Company is subject by reason advice of such person’s or entity’s purchase its own financial, legal and tax advisors, has made its own independent investigation and evaluation of the merits and risks of the investments in the Purchased Shares (categories (i) through (viii)and acknowledges that it has not received, eachand is not relying on, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of any information from the Stockholder or its obligations under Affiliates concerning the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and Company in making its implementing regulations, if applicable. (10) The funds used decision to purchase the Purchased Shares were legally derived from legitimate sources and enter into this Agreement; and (ix) acknowledges that the Stockholder is relying on the representation and warranties of Harbinger contained in this Section 4.2(e) and would not from any Prohibited Investorconsummate the transactions contemplated by this Agreement, in the absence of the representations and warranties of Harbinger contained in this Section 4.2(e).

Securities Matters. (1) The Purchaser is either Each of Harbinger Master and Harbinger Special: (i) is an “"accredited investor” " as such term is defined in under Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in business and financial and business matters as to be capable of evaluating the merits and risks of its prospective the investment in the Purchased Shares; ; (ivii) has understands that ownership of the ability to bear Shares involves substantial risk and is capable of bearing the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that associated with the investment in the Purchased Shares involves substantial risk.for an indefinite period; (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is acquiring the Purchased Shares for its own account, for investment and not with a Designated National other than an “unblocked national” as defined view to any public distribution thereof in a matter that would require registration thereof or the Cuban Assets Control Regulations, 31 C.F.R. Part 515; transactions contemplated hereby under the Securities Act; (iv) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause it to sell the Purchased Shares other than in compliance with the requirements of the Securities Act or pursuant to an exemption therefrom; (v) has no contract, undertaking, agreement, understanding or arrangement with any Person to Transfer to any Person any part or all of the Purchased Shares being acquired, or any interest therein, and has no present plans to enter into the same; (vi) understands that the sale of the Purchased Shares by the Stockholder has not been registered under the Securities Act, and that the Purchased Shares must continue to be held by Harbinger unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (vii) understands that the certificates evidencing the Purchased Shares shall bear a non-U.S. shell bank (as restricted legend to the effect set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or preceding paragraph; (viii) is an existing holder of a person or entity that would cause significant amount of stock of the Company, has reviewed information regarding the Company available to violate any Law (including bank the public or other financial institution regulatory lawsotherwise available to it which it deems sufficient, regulations or orders) to which is relying solely upon the Company is subject by reason advice of such person’s or entity’s purchase its own financial, legal and tax advisors, has made its own independent investigation and evaluation of the merits and risks of the investments in the Purchased Shares (categories (i) through (viii)and acknowledges that it has not received, eachand is not relying on, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of any information from the Stockholder or its obligations under Affiliates concerning the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and Company in making its implementing regulations, if applicable. (10) The funds used decision to purchase the Purchased Shares were legally derived from legitimate sources and enter into this Agreement; and (ix) acknowledges that the Stockholder is relying on the representation and warranties of Harbinger contained in this Section 4.2(e) and would not from any Prohibited Investorconsummate the transactions contemplated by this Agreement, in the absence of the representations and warranties of Harbinger contained in this Section 4.2(e).

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares Equity Interests are being acquired by for the Purchaser Purchasers' own accounts, for its own account investment and without not with a view to the public to, or for resale in connection with, any distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering thereof within the meaning of the Securities Act. (2) The Purchasers understand that the Equity Interests have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that Seller has no present intention of registering the Equity Interests, that the Equity Interests must be held by the Purchasers indefinitely, and accordinglythat the Purchasers must therefore bear the economic risk of such investment indefinitely, such Shares are “restricted securities” within theunless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (3) The Purchaser understands that none During the negotiation of the Seller or transactions contemplated herein, the Company is making any representation Purchasers and their representatives have been furnished with and have had access to such information as the Purchasers have considered necessary to make a determination as to the availability purchase of Rule 144 the Equity Interests, have been afforded an opportunity to ask such questions of Seller and the Purchased Entities' officers, employees and representatives concerning the Purchased Entities' business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or Rule 144A under desirable, and have been given all such information as has been requested, in order to evaluate the Securities Act for merits and risks of the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldprospective investments contemplated herein. (4) The Purchaser understands that Purchasers and their representatives have been solely responsible for the Purchasers own due diligence investigation of the Purchased Shares willEntities and its management and business, until the expiration for their own analysis of the applicable holding period set forth merits and risks of this investment, and for their own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Purchasers have acted solely in Rule 144their own interest, unless sold in compliance with Rule 144, bear a legend to substantially and none of the following effect:Purchasers (or any of their agents or employees) has acted as an agent of Seller. (5) The Each Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks risk of its such Purchaser's prospective investment in the Purchased SharesEquity Interests; (ivii) has the ability to bear the economic risks of its such Purchaser's prospective investment for an indefinite period of time; (v) can afford the investment, including a complete loss of such investmentPurchaser's investment in the Equity Interests; and (viiii) recognizes that has not been offered the investment Equity Interests by any form of advertisement, article, notice or other communication published in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the publicany newspaper, and acknowledges and agrees thatmagazine, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller similar media or the Companybroadcast over television or radio, or any investigation seminar or examination that the Seller may meeting whose attendees have conducted, with respect to the Shares or the Company, and the Seller has not made been invited by any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect theretosuch media. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its the Purchaser’s own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, the Purchaser decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; (iv) such Shares shall be subject to transfer restrictions as set forth in Section 4.1 of the Company SPA; and (v) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period as set forth in Rule 144, unless sold in compliance with Rule 144, contain transfer restrictions set forth in Section 4.1 of the Company SPA and bear a legend to substantially the following effect: (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF OCTOBER 2, 2017 COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES. UNTIL THE THIRD ANNIVERSARY OF THE ISSUANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE, THE HOLDER OF THIS CERTIFICATE MUST COMPLY WITH THE NOTICE REQUIREMENT SET FORTH IN THE APPLICABLE SUBSCRIPTION AGREEMENT PRIOR TO ANY PURCHASE OR SALE OF SHARES. UNTIL THE THIRD ANNIVERSARY OF THE ISSUANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE, PRIOR TO ANY TRANSFER OF THESE SHARES THE PROPOSED TRANSFEREE MUST EXECUTE AND DELIVERY TO THE COMPANY’S TRANSFER AGENT A PURCHASER REPRESENTATION LETTER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.” (5) The Purchaser acknowledges and agrees that it the Purchaser: (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it the Purchaser is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto the Purchaser and the Seller shall not have any liability to it with respect theretothe Purchaser. (8) Neither the The Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereofis not: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.31

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess With respect to each of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account MxXxxxx and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effectSxxxxxxxx: (5a) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Such Seller has such knowledge knowledge, sophistication and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of the receipt of the Buyer Securities and of protecting its prospective investment interests in the Purchased Shares; (iv) connection therewith. Such Seller has the ability to bear the economic risks risk of its prospective investment for an indefinite period of time; (v) can afford the this investment, including complete loss of such the investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6b) The Purchaser Such Seller is acquiring the Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Such Seller understands that the Note has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such party’s representations as expressed in this Section 4.6. (c) Such Seller may acknowledges that, as of the Effective Date and the Closing Date, it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Buyer concerning the terms and conditions of the transactions contemplated by this Agreement and the Buyer Securities, and the merits and risks of investing in the Buyer Securities, and any such questions have been answered to such party’s reasonable satisfaction; (ii) access to information about the Company Buyer and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Buyer possesses or can acquire without unreasonable effort or expense that is not generally available necessary to make an informed investment decision with respect to the public, investment and acknowledges any such additional information has been provided to such Seller’s reasonable satisfaction; and agrees that, (iv) the opportunity to ask questions of management of the extent the Buyer and any such questions have been answered to such Seller’s reasonable satisfaction. Such Seller has any sought such informationaccounting, such information need not (legal and shall not) be provided tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Purchaser by the SellerBuyer Securities. The Purchaser further understands that the Such Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on no other Party nor any advice Affiliate or recommendation from the Seller representative of such Party has made any representation, express or the Company, or any investigation or examination that the Seller may have conductedimplied, with respect to the Shares accuracy, completeness or adequacy of any available information except or to the Companyextent such information is covered by the representations and warranties contained herein. Except as expressly provided in this Agreement, and such Seller hereby agrees that neither the Seller has not made Buyer nor any representation, warranty of its Affiliates will have or covenant, express or implied, be subject to it with respect thereto and the Seller shall not have any liability for Damages or indemnification obligation to it with respect theretosuch Seller or to any other Person resulting from the issuance and sale of Buyer Securities to such Seller. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Sellers acknowledge that the Purchaser Shares to be delivered to the Sellers pursuant to this Agreement have not been and will not as of dates of their respective issuances pursuant to Section 2.1(c) be registered under the Securities Act of 1933, as amended (the “Securities Act”) and therefore may not be resold without compliance with the Securities Act. The Purchaser Shares to be acquired by the Sellers pursuant to this Agreement are being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Sellers covenant, warrant and represent that none of the Purchaser Shares issued to the Sellers will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the Securities Act and the rules and regulations of the SEC and all applicable state securities laws, rules and regulations. (b) Except as disclosed on Schedule 3.35(b), each Seller represents and warrants that such Seller is either (i) an “accredited investor,” as that term is defined in Rule 501 under Regulation D promulgated by the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A SEC under the Securities Act. The Purchased Shares Sellers are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that bear the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance economic risk of an investment advisor or other purchaser representative in Purchaser Shares acquired pursuant to purchase the Purchased Shares; (iii) has this Agreement and can afford to sustain a total loss of such investment and have such knowledge and experience in financial and business matters as to be that they are capable of evaluating the merits and risks of its prospective the proposed investment in the Purchased Purchaser Shares; (iv) has . The Sellers or their respective purchaser representatives have had an adequate opportunity to ask questions and receive answers from the ability to bear officers of the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; Purchaser concerning any and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available all matters relating to the publictransactions described herein including, without limitation, the background and acknowledges experience of the current and agrees thatproposed officers and directors of Purchaser, to the extent plans for the Seller has any such information, such information need not (and shall not) be provided to operations of the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge business of the Purchaser, and any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in plans for additional acquisitions and the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)like. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it the Purchaser (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete complete- loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (62) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (73) The Purchaser acknowledges that it the Purchaser is not relying on any advice or recommendation from the Seller or the CompanySeller, or any investigation or examination that the Seller may have conducted, with respect to the Purchased Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it the Purchaser with respect thereto and the Seller shall not have any liability to it the Purchaser with respect thereto. (8) Neither the 4) The Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereofis not: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-non- U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- anti-money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of the Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (95) The Purchaser has met and currently meets, will continue to meet meet, and has met (or has taken all action necessary to cure any instance of non-compliance with) all of its obligations under under, the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (106) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (i) is receiving this Warrant and, upon exercise, is acquiring the Warrant Shares for Holder’s own account and not on behalf of others, and is not taking this Warrant or any of the Warrant Shares with a view to the “distribution” thereof (as that term is defined in the Act and the rules and regulations of the Securities and Exchange Commission thereunder); (ii) will not offer, distribute, sell, transfer or otherwise dispose of this Warrant or the Warrant Shares except pursuant to (A) an effective registration statement under the Act and any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws; (iii) represents at the date of this Warrant that (A) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, (B) Holder’s financial condition is such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company Holder is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. bear the risk of holding the Warrant and the Warrant Shares for an indefinite period of time, and (4C) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Holder has such knowledge and experience in financial and business matters as to be capable that Holder is xxxxxle of evaluating the risks and merits of acquiring and risks of its prospective investment in exercising the Purchased SharesWarrant; and (iv) acknowledges that, at the time of exercise of the Warrant, (A) Holder will have access to all of the Company’s reports filed electronically with the Securities and Exchange Commission, (B) Holder has had the ability opportunity to ask questions and receive answers concerning the terms of the Warrant, and (C) Holder will have such knowledge and experience in financial and business matters that Holder is xxxxxle at such time of evaluating the risks and merits of exercising the Warrant. Except to the extent that the sale of the Warrant Shares by the Company upon exercise of the Warrant has been registered under the Act, each and every certificate representing Warrant Shares delivered upon exercise of this Warrant shall bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (6b) The Purchaser understands Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the Seller may have access to information about issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands determined that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller Company has complied with all requirements under the federal applicable securities laws may be limitedlaws. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Seller makes the following representations and warranties with respect to its receipt of the Shares: (1a) The Purchaser is either (i) an “accredited investor” as defined Seller, Lavin and Hicks are the sxxx xnd trxx xarties in Rule 501 under interest and are not acquiring the Securities Act with total assets in excess Shares for the benefit of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Sharesany other Person. (2b) The Purchaser understands Seller confirms that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning all documents requested by it, its officers, directors and shareholders have been made available and that each of it, its officers, directors and shareholders has been supplied with all of the Securities Act, additional information concerning the Shares and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands Buyer that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldhas been requested. (4c) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Seller has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of its prospective investment in owning the Purchased Shares; . (ivd) has Seller is aware that the ability Shares are highly speculative and subject to bear substantial risks. Seller understands there is a high degree of economic risk associated with the economic risks Shares, including, but not limited to, the possibility of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; any economic value for the shares and (vi) recognizes that there is limited transferability of the investment in Shares, which may make the Purchased liquidation of the Shares involves substantial riskimpossible for the indefinite future. (6e) Seller was able to ask questions of and receive answers concerning the terms and conditions of this transaction and ask questions and receive answers regarding the Company. At no time was Seller presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general advertising. (f) The Purchaser Shares are being acquired solely for the account of Seller, Lavin and Hicks, for invexxxxxt, axx xxe not being acquired with a view to the resale, distribution, subdivision or fractionalization thereof. (g) Seller understands that the Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. Seller may have access to information about the Company that is not generally available to the public, and acknowledges understands and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Shares or any interest therein, cannot be resold or otherwise disposed of by Seller in contravention of the Securities Act or any other federal or any state securities law or in a manner that could jeopardize the exemption from registration upon which Buyer is a federal agency and that relying for the Purchaser’s ability to bring a claim against issuance of the Seller under the federal securities laws may be limitedShares. (7h) None of the following information has ever been represented, guaranteed or warranted to Seller or any of its officers, directors or shareholders, expressly or by implication, by any Person: (1) The Purchaser acknowledges approximate or exact length of time that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect will be required to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto.remain a shareholder of Buyer; or (8) Neither the Purchaser nor any person 2) The percentage of profit and/or amount of or entity controllingtype of consideration, controlled by profit or under common control with itloss to be realized, nor any person or entity having a beneficial interest in itif any, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased owning Shares (categories (i) through (viii), each, a “Prohibited Investor”)in Buyer. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Each Seller: (1a) The acknowledges that its representations and warranties contained herein are being relied upon by the Purchaser and MCRLP as a basis for the exemption of the issuance of the O.P. Units hereunder from the registration requirements of the Securities Act and any applicable state securities laws; (b) is either acquiring the O.P. Units solely for its/his own account for the purpose of investment and not as a nominee or agent for any other person and not with a view to, or for offer or sale in connection with, any distribution of any thereof that would require registration under the Securities Act or applicable state securities laws or would otherwise violate the Securities Act or state securities laws. Each such Seller further agrees and acknowledges that it is not permitted to offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (“Transfer”) any of the O.P. Units except as provided in this Agreement, the LP Agreement and Section 5.12; (c) is knowledgeable, sophisticated and experienced in business and financial matters, fully understands the limitations on transfer described in this Agreement and the LP Agreement, and is able to bear the economic risk of holding the O.P. Units for an indefinite period and is able to afford the complete loss of its investment in the O.P. Units; (d) has received and reviewed the LP Agreement and had the opportunity to review the documents filed by MCRLP under the Securities Exchange Act, and all registration statements and related prospectuses and supplements filed by MCRLP and declared effective under the Securities Act and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, as well as MCRLP and the business and prospects of MCRLP which such Seller deems necessary to evaluate the merits and risks related to its investment in the O.P. Units; (e) acknowledges that it has been advised that (i) the Closing O.P. Units must be held indefinitely, and such Seller will continue to bear the economic risk of the investment in the O.P. Units, unless the Contributor Units are redeemed pursuant to the LP Agreement, this Agreement or are subsequently Transferred or registered under the Securities Act or an exemption from such registration is available, (ii) it is not anticipated that there will be any public market for the O.P. Units at anytime, (iii) Rule 144 promulgated under the Securities Act may not be available with respect to the sale of any securities of MCRLP (and that upon redemption of the O.P. Units in MCRLP for shares of MCRC Common Stock a new holding period under Rule 144 may commence), and MCRLP has made no covenant, and makes no covenant, to make Rule 144 available with respect to the sale of any securities of MCRLP, (iv) a restrictive legend as set forth in paragraph (h) below shall be placed on the certificates representing the O.P. Units, and (v) a notation shall be made in the appropriate records of MCRLP indicating that the O.P. Units are subject to restrictions on Transfer; (f) acknowledges that: (i) the redemption of O.P. Units for, at the option of MCRLP acting through MCRC, shares of MCRC Common Stock is subject to certain restrictions contained in the LP Agreement; and (ii) the shares of said common stock which may be received upon such a redemption may, under certain circumstances, be restricted securities and be subject to limitations as to Transfer, and therefore subject to the risks referred to in subsection (b) above. Notwithstanding anything herein or in the LP Agreement to the contrary, each Seller hereby acknowledges and agrees that it may not exercise the Redemption Rights (as defined in the LP Agreement) until after the date which is three (3) years from the Closing Date; (g) is an “accredited investor” as defined in pursuant to Rule 501 501(a) of Regulation D under the Securities Act with total assets by reason of the fact that it is an entity in excess which all of $25,000,000 or (ii) a the equity owners are “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares.accredited investors”; and (2h) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, O.P. Units will bear a legend to substantially the following effect: legend (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged insubstantially similar legend): “THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, or derived funds fromSOLD, activities that relate to the laundering of the proceeds of illegal activity; or ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP DATED AS OF DECEMBER 11, 1997 (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiiA COPY OF WHICH IS ON FILE WITH MCRLP), eachAS AMENDED, a AND THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG XX. XXXXXXX X. GALE, SCG HOLDING CORP., XXXX-XXXX ACQUISITION CORP. AND MCRLP DATED AS OF MARCH 7, 2006 (A COPY OF WHICH IS ON FILE WITH MCRLP; THE “Prohibited InvestorPURCHASE AGREEMENT”). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENTS, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (B) IF MCRLP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 5.17 OF THE PURCHASE AGREEMENT. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.”

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Each Owner has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as Buyer as to be capable of evaluating the merits and risks of its prospective an investment in the Purchased TMP Shares; (iv) . Each Owner has the financial ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss risk of such investment; and (vi) recognizes that the Owner's investment in the Purchased TMP Shares involves substantial riskbeing acquired by such Owner hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in Buyer, except to the extent necessary to pay applicable taxes in connection with the transactions contemplated hereby. (6b) The Purchaser Each Owner is acquiring the TMP Shares for investment for his own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof. Each Owner understands that the Seller may TMP Shares have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller been registered under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Securities Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act1933, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulationsthe "Securities Act"), if applicableor under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of such Owner's investment intent as expressed herein. (10c) The funds used Each Owner acknowledges that the TMP Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Each Owner has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to purchase the Purchased satisfaction of certain conditions including, among other things, the availability of certain current public information about Buyer and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. (d) Each Owner has relied upon independent investigations made by such Owner or his or her representatives and is familiar with the business, results of operations, financial condition, prospects and other affairs of Buyer and realizes the TMP Shares were legally derived from legitimate sources are a speculative investment involving a high degree of risk for which there is no assurance of any return. Each Owner has, among other things, received and not from any Prohibited Investor.carefully reviewed (i) Buyer's Annual Report on Form

Securities Matters. (1a) The Purchaser This Agreement is either made with Investor in reliance upon Investor's representation to the Company, which by Investor's execution of this Agreement, Investor hereby confirms, that the Securities to be acquired by Investor will be acquired for investment for Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except Investor may, subject to the restrictions set forth in this Agreement and if applicable, transfer the Securities to a person or entity that directly or indirectly, through one or more intermediaries, controls or is under common control with Investor. By executing this Agreement, Investor further represents that Investor does not presently 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 Securities. (b) Investor has discussed the Company's business, management, financial affairs and the terms and conditions of the offering of the Securities with the Company's management and has reviewed the Company's books, records and facilities and obtained all additional information necessary to verify the accuracy of the information supplied or to which it has access. Investor understands that such discussions, as well as any written information delivered by the Company to Investor, were intended to describe the aspects of the Company's business that it believes to be material. Investor represents and acknowledges that it has utilized the services of its own professionals to evaluate the merits and risks of this investment. Investor represents and acknowledges that it has been solely responsible for its own "due diligence" investigation of the Company and its management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness, desirability, and tax consequences of the terms of the investment. Investor acknowledges that the terms and conditions of the Securities being acquired hereby have been determined through negotiation between the parties and bear no relationship to the assets or book value of the Company, or other customary investment criteria. (c) This Agreement and all other documents delivered by Investor to the Company or its attorneys or agents in connection herewith or with the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact nor, to Investor's knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. (d) Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933 (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor's representations as expressed herein. Investor understands that the Securities are "restricted securities" under applicable Federal and state securities laws and that, pursuant to these laws, Investor must hold the Securities indefinitely unless (i) there is an “effective registration covering such Securities under the Securities Act and applicable state securities laws, (ii) it first receives a letter from an attorney, acceptable to the Company's board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act and under all applicable state securities laws, or (iii) the transfer is made pursuant to Rule 144 under the Securities Act. Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company that are outside of Investor's control, an([ which the Company is under no obligation and may not be able to satisfy. (e) Investor understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT EITHER (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (11) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION SUPPORTED BY AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY; OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES EXCHANGE ACT OF 1933." (f) Investor is an accredited investor” investor as defined in Rule 501 under the Securities Act with total assets in excess (a) of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D promulgated under the Securities Act, a summary of which is attached hereto as SCHEDULE 3.4(F), and is familiar with the foregoing Regulation D. Investor acknowledges that the Company has a limited operating history and that an investment in the Securities involves a high degree of risk. The Purchased Shares are being acquired Investor is able to fend for itself in evaluating and consummating the transactions contemplated by this Agreement, can bear the Purchaser for economic risk of its own account and without investment (including a view to the public distribution or sale possible complete loss of such Shares. (2investment) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning for an indefinite period of the Securities Act, time and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and or business matters as to be that it is capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about Securities. Investor is entering into this Agreement without knowledge of any public solicitation or general advertising by the Company that is not generally available related to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limitedSecurities. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser 3.5.1 Rheem is either (i) an “accredited investor” as defined acquiring the Watsco Stock issuable in Rule 501 under connection with the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser transactions contemplated hereby for its own account and without not with a view to to, or for sale in connection with, any "distribution," as such term is used in Section 2(11) of the public distribution or sale Securities Act of such Shares1933, as amended (the "Securities Act"), of any Watsco Stock in violation of the Securities Act. (23.5.2 Rheem is an "accredited investor," as that term is defined in Rule 501(a) The Purchaser of Regulation D promulgated under the Securities Act. 3.5.3 Rheem understands that (i) the Purchased Shares are being sold Watsco Stock issued in a transaction not involving any public offering connection with the transactions contemplated hereby will be restricted securities within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under of the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in "Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC)such securities are not registered; (iii) such securities must be held indefinitely and that no transfer of such securities may be made by Rheem unless (A) the sale of such securities has been registered under the Securities Act and any applicable state securities laws, or (B) an exemption from registration is a Designated National other than an “unblocked national” as defined available under applicable state securities laws and the Securities Act, including in accordance with the Cuban Assets Control Regulations, 31 C.F.R. Part 515terms and conditions of Rule 144; and (iv) is in any event, the exemption from registration under Rule 144 will not be available unless such securities have been beneficially owned for at least two years. 3.5.4 Rheem understands that the certificates representing the Watsco Stock issued pursuant to this Agreement shall bear a non-U.S. shell bank (legend substantially as set forth in Section 313 of follows: "The shares represented by this certificate have not been registered under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Securities Act of 2001 1933 or any applicable state law. They may not be offered for sale, sold or transferred without (USA PATRIOT Act)1) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate registration under the Securities Act of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. 1933 and any applicable state law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii2) at holder's expense, an opinion (satisfactory to Rheem) of counsel (satisfactory to Rheem) that registration is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories not required." 3.5.5 Rheem (i) through has received and reviewed (viii)x) Watsco's Annual Report on Form 10-K for the year ended December 31, each1994, a “Prohibited Investor”). (y) Watsco's Quarterly Report on Form 10-Q for the nine (9) The Purchaser months ended September 30, 1995 and (z) the annual and other periodic reports, special reports and registration statements filed by Watsco with the Securities and Exchange Commission and/or any other securities exchange during the past two (2) years, and (ii) has met been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and will continue receive answers from Watsco, and to meet obtain any additional information relating to the transactions contemplated hereby, to the extent Watsco possesses such information or could have acquired it without unreasonable effort or expense, and in general has had access to all of information Rheem has deemed material to its obligations under decision to approve the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqtransaction contemplated hereby.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. The Shareholders acknowledge that after the SLL Shares are released (1if at all) The Purchaser is either (i) an “accredited investor” as defined from the escrow described in Rule 501 under Section 1.5(d), above, the Securities Act with total assets Company may distribute the SLL shares to the Shareholders in excess a transaction exempt from the registration requirements of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by Each of the Purchaser for its own account and without a view to the public distribution or sale of Shareholders acknowledges that (a) such Shares. (2) The Purchaser understands that Shareholder has (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning received and reviewed copies of the Securities Actfollowing SLL documents: Form 10-K for 1998, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act Quarterly Report on Form 10-Q for the offer, resale, pledge or transfer First Quarter of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration 1999 and proxy statement in connection with SLL's 1999 annual meeting of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investorshareholders; (ii) does not require access through the assistance Internet at the SEC's website to all of an investment advisor or other purchaser representative to purchase SLL's filings with the Purchased SharesSEC since SLL's initial public offering and has reviewed each of these filings as such Shareholder has deemed appropriate; (iii) has such knowledge and experience in business and financial and business matters so as to be capable of evaluating able to evaluate the merits and risks of its prospective an investment in the Purchased Shares; SLL Shares and (iv) had the opportunity to ask questions of the officers of SLL and receive answers thereto with respect to the business and financial condition of SLL, the transactions contemplated hereby and such additional matters as such Shareholder has requested, and receive such documents relating to the ability foregoing as such Shareholder has reasonably requested in order to evaluate the merits and risks of an investment in the SLL Shares; and (b) the SLL Shares have not been, and will not be registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon exemptions from registration under applicable federal and state law for transactions not involving any public offering; (c) such Shareholder, upon any distribution of any of the SLL Shares to such Shareholder, is acquiring the SLL Shares for such Shareholder's own account for investment and not with a view to the resale or distribution thereof; (d) such Shareholder is able to bear the economic risks risk of its prospective investment for an indefinite holding the SLL Shares during the period that the SLL Shares may not be disposed of timeunder applicable securities laws; (ve) can afford such Shareholder is a bona fide resident of the complete loss State of such investmentFlorida; and (vif) recognizes that such Shareholder has an individual net worth, or joint net worth with such Shareholder's spouse, in excess of $1,000,000, or had an individual income in excess of $200,000 in each of the investment two most recent years or joint income with such Shareholder's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the Purchased Shares involves substantial riskcurrent year. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess With respect to each of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account XxXxxxx and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effectXxxxxxxxx: (5a) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Such Seller has such knowledge knowledge, sophistication and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of the receipt of the Buyer Securities and of protecting its prospective investment interests in the Purchased Shares; (iv) connection therewith. Such Seller has the ability to bear the economic risks risk of its prospective investment for an indefinite period of time; (v) can afford the this investment, including complete loss of such the investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6b) The Purchaser Such Seller is acquiring the Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Such Seller understands that the Note has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such party’s representations as expressed in this Section 4.6. (c) Such Seller may acknowledges that, as of the Effective Date and the Closing Date, it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Buyer concerning the terms and conditions of the transactions contemplated by this Agreement and the Buyer Securities, and the merits and risks of investing in the Buyer Securities, and any such questions have been answered to such party’s reasonable satisfaction; (ii) access to information about the Company Buyer and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Buyer possesses or can acquire without unreasonable effort or expense that is not generally available necessary to make an informed investment decision with respect to the public, investment and acknowledges any such additional information has been provided to such Seller’s reasonable satisfaction; and agrees that, (iv) the opportunity to ask questions of management of the extent the Buyer and any such questions have been answered to such Seller’s reasonable satisfaction. Such Seller has any sought such informationaccounting, such information need not (legal and shall not) be provided tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Purchaser by the SellerBuyer Securities. The Purchaser further understands that the Such Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on no other Party nor any advice Affiliate or recommendation from the Seller representative of such Party has made any representation, express or the Company, or any investigation or examination that the Seller may have conductedimplied, with respect to the Shares accuracy, completeness or adequacy of any available information except or to the Companyextent such information is covered by the representations and warranties contained herein. Except as expressly provided in this Agreement, and such Seller hereby agrees that neither the Seller has not made Buyer nor any representation, warranty of its Affiliates will have or covenant, express or implied, be subject to it with respect thereto and the Seller shall not have any liability for Damages or indemnification obligation to it with respect theretosuch Seller or to any other Person resulting from the issuance and sale of Buyer Securities to such Seller. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicted on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Company has made available to the Purchaser or the Purchaser's advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for investment in the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4f) The Purchaser understands that Purchaser, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Company and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Shares; (iv) . In connection with the purchase of the Shares, the Purchaser has relied solely upon independent investigations made by the ability to bear Purchaser, and has consulted the economic risks Purchaser's own investment advisors, counsel and accountants. The Purchaser has adequate means of its prospective investment providing for an indefinite period of time; (v) current needs and personal contingencies, and has no need for liquidity and can afford the sustain a complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskShares. (6g) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” "ACCREDITED INVESTOR" as defined in Rule 501(a) under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting Securities Act and Strengthening America has documented his or her accredited status by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate delivery to the laundering Company of a completed questionnaire in the proceeds form of illegal activity; or Exhibit A hereto attesting thereto (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”"ACCREDITED INVESTOR QUESTIONNAIRE"). (9h) The Purchaser has met and will continue to meet all not received any general solicitation or general advertising concerning the Shares, nor is the Purchaser aware of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqany such solicitation or advertising.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser Each Selling Member understands that (i) the Purchased Shares are being sold have not been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of the securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company’s reliance on such Shares are “restricted securities” within the (3) The Purchaser understands that none of exemptions is predicated on the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldeach Selling Member’s representations set forth herein. (4b) Each Selling Member acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that such Selling Member may lose his, her or its entire investment in the Shares. Each Selling Member acknowledges he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors” attached hereto as Exhibit D (which Risk Factors set forth the risks of the Company on a consolidated basis after giving effect to the consummation of both this Agreement and the UDM Purchase Agreement) prior to making an investment decision pursuant to this Agreement. (c) The Purchaser understands that Company has made available to each Selling Member or the Purchased Shares will, until advisors of any such Selling Member the expiration opportunity to obtain information to evaluate the merits and risks of the applicable holding period set forth investment in Rule 144the Shares, unless sold and each Selling Member has received all information requested from the Company. Each Selling Member has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain additional information as such Selling Member has deemed appropriate for purposes of investing in compliance with Rule 144the Shares pursuant to this Agreement. Each Selling Member has received and reviewed all the information, bear a legend to substantially the following effect: (5) The Purchaser acknowledges both written and agrees oral, that it desires. Without limiting the generality of the foregoing, each Selling Member has been furnished with or has had the opportunity to acquire, and to review: (i) is a sophisticated investor; copies of all of the Company’s publicly available documents, and (ii) does all information, both written and oral, it desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, each Selling Member has relied solely on such Selling Member’s own knowledge and understanding of the Company and its business based upon Selling Member’s own due diligence investigations and the information furnished pursuant to this paragraph. Each Selling Member understands that no person has been authorized to give any information or to make any representations which were not require furnished pursuant to this paragraph and such Selling Member has not relied on any other representations or information. (d) Each Selling Member, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Company and has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Company. In connection with the purchase of the Shares; (iv) , each Selling Member has the ability to bear the economic risks relied solely upon independent investigations made by such Selling Member and has consulted such Selling Member’s own investment advisors, counsel and accountants. Each Selling Member has adequate means of its prospective investment providing for an indefinite period of time; (v) current needs and personal contingencies, has no need for liquidity, and can afford the sustain a complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskShares. (6e) The Purchaser understands that the Seller may have access to information about Shares which the Company that is to issue hereunder will be acquired for each Selling Member’s own account, for investment purposes, not generally available to the publicas a nominee or agent, and acknowledges and agrees that, not with a view to or for sale in connection with any distribution of the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal Shares in violation of applicable securities laws may be limitedlaws. (7f) The Purchaser acknowledges Each Selling Member understands that it is not relying on any advice no federal or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to state agency has passed upon the Shares or the Company, and the Seller has not made any representation, warranty finding or covenant, express or implied, determination as to it with respect thereto and the Seller shall not have any liability to it with respect theretofairness of the investment in the Shares. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (ig) Each Selling Member is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked nationalAccredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Cuban Assets Control RegulationsSecurities Act. Each Selling Member acknowledges that the Shares may be purchased only by persons who come within the definition of an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (h) No Selling Member has received any general solicitation or general advertising concerning the Shares, 31 C.F.R. Part 515; (iv) nor is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result any Selling Member aware of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, such solicitation or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories advertising. (i) through Each Selling Member understands that the Shares will be characterized as “restricted” securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Selling Member agrees that such Selling Member will not sell all or any portion of the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. Each Selling Member understands and acknowledges that all certificates representing the Shares shall bear the following legend or a legend of similar import and that the Company shall refuse to transfer the Shares except in accordance with such restrictions: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (viiiTHE “ACT”), each, a “Prohibited InvestorOR UNDER CERTAIN STATE SECURITIES LAWS. NO SALE OR TRANSFER OF THESE SHARES MAY BE MADE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) AN OPINION OF COUNSEL THAT REGISTRATION UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE OR TRANSFER.”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. (b) By exercising this Warrant, Holder (or any successor holder to whom this Warrant is either Transferred in accordance with Section 5) is deemed to represent and warrant to the Company that (i) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act with total assets in excess and was not organized for the purpose of $25,000,000 or (ii) a “qualified institutional buyer” within acquiring the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller Warrant or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Warrant Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has Holder’s financial condition is such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability that it is able to bear the economic risks risk of its prospective investment holding the Warrant Shares for an indefinite period of time; (v) can time and could afford the a complete loss of on such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” Holder has sufficient knowledge and experience in investing in companies similar to the Company so as defined to be able to evaluate the risks and merits of its investment in the Cuban Assets Control RegulationsCompany and has so evaluated the risks and merits of such investment, 31 C.F.R. Part 515understands that an investment in the Warrant Shares involves a significant degree of risk, including a risk of total loss of Holder’s investment, and understands the risk factors included, or that may be included in the future, in the Company’s periodic reports filed from time to time with the Securities and Exchange Commission; (iv) is a non-U.S. shell bank (as set forth in Section 313 Holder acknowledges that the Company has made available copies of its annual, quarterly and other reports and documents filed with the Securities and Exchange Commission pursuant to Sections 13(a), 14(a), 14(c) and 15(d) of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Securities Exchange Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly 1934, as amended, and the information incorporated in such reports and documents by reference, and acknowledges that, a reasonable time before Holder’s exercise of the Warrant, it has reviewed such reports and documents, has had the opportunity to a non-U.S. shell bankask questions about the Company and the Warrant Shares, that such questions have been answered to Holder’s satisfaction, and that it has obtained all other information with respect to an investment in the Warrant Shares that it has requested from the Company; and (v) Holder is acquiring the Warrant Shares for its own account for investment and not for resale or with a senior non-U.S. political figure or an immediate family member or close associate view to distribution thereof in 5 violation of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result the Securities Act of any list published 1933. Except to the extent that the sale of the Warrant Shares by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering Company upon exercise of the proceeds Warrant has been registered under the Act, each and every certificate representing Warrant Shares delivered upon exercise of illegal activity; or (viii) is a person or entity that would cause this Warrant shall bear the Company to violate any Law (including bank or other financial institution regulatory lawsfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii)AS AMENDED, eachOR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, a “Prohibited Investor”)SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (9c) The Purchaser Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company has met and will continue to meet determined that the Company has complied with all of its obligations requirements under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqapplicable securities laws.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 Each Contributor acknowledges that Transferee intends the offer and issuance of the Units to be exempt from registration under the Securities Act with total assets in excess and applicable state securities laws by virtue of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold status of each Contributor as an accredited investor and (ii) Regulation D promulgated under Section 4(2) of the Securities Act ("Regulation D"). Transferee will rely in part upon the representations and warranties made by Contributors in making a transaction determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to accredited investors. (b) Each Contributor is an Accredited Investor. (c) Each Contributor will acquire the Units solely for his, her or its own account, and not involving with a view to or for sale in connection with any public offering "distribution" thereof within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4d) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Each Contributor has such sufficient knowledge and experience in financial financial, tax and business matters as to be capable of evaluating enable him to evaluate the merits and risks of its prospective investment in the Purchased Shares; (iv) Units. Each Contributor has the ability to bear the economic risks risk of acquiring the Units. Each Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for each Contributor, and each Contributor is relying solely on the advice of his, her or its prospective investment for an indefinite period of time; own tax advisors in evaluating such consequences, (vii) can afford Transferee has not made (or shall be deemed to have made) any representations or warranties as to the complete loss tax consequences of such investment; transaction to Contributors, and (viiii) recognizes any references in this Agreement to the intended tax effect of the Contribution and the other matters described herein shall not be deemed to imply any representation by Transferee as to a particular tax effect that the investment in the Purchased Shares involves substantial riskmay be obtained by Contributors. Contributors remain solely responsible for all tax matters relating to Contributors. (6e) The Purchaser understands that Each Contributor has received and reviewed materials containing certain information regarding Transferee, the Seller may have REIT and the IPO prior to executing this Agreement. Each Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information about any Contributor has requested. Each Contributor has had an opportunity to ask questions of and receive information and answers from Transferee concerning Transferee, the Company that is not generally available REIT and the Units and to the public, assess and acknowledges and agrees that, evaluate any information supplied to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser Contributors by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limitedTransferee. (7f) The Purchaser Each Contributor acknowledges that it is the Units are not relying on any advice or recommendation from registered under the Seller or the Company, Securities Act or any investigation state securities laws and cannot be resold without registration thereunder or examination exemption therefrom. Each Contributor agrees that he, she or it will not transfer all or any portion of the Seller may have conducted, with respect to Units for at least one (1) year after the Shares or date of the CompanyClosing, and the Seller thereafter only if such transfer has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) been registered or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited exempt from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations registration under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqSecurities Act and any applicable state securities laws.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser Rxxx LLC understands and acknowledges that the Purchased Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Each of Rxxx LLC and Rxxx is either (i) an “accredited investor” (as defined in Rule 501 under 501(a) of the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D under the Securities Act). The Rxxx is the sole manager and member of Rxxx LLC, and is the beneficial owner of all of the outstanding limited liability company interests of Rxxx LLC. Rxxx LLC was formed on May 4, 2001. (c) Each of Rxxx LLC and Rxxx (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the Purchased Shares are being acquired by Securities and (ii) is able to bear the Purchaser economic risk of an investment in the Purchased Securities for an indefinite period of time, including the risk of a complete loss of any such investment. (d) Rxxx LLC is acquiring the Purchased Securities for its own account for investment purposes and without not with a view to to, or for offer or sale for GNAC in connection with, the public distribution or sale of such Sharesresale thereof. (2e) The Purchaser Rxxx LLC understands and agrees that (i) the Purchased Shares Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordinglythat the Purchased Securities may not be offered, such Shares are “restricted securities” within the sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Rxxx LLC agrees that if Rxxx LLC should sell or otherwise transfer any Purchased Securities, it will do so only (3i) The Purchaser understands that none pursuant to an exemption from the registration requirements of the Seller Securities Act (if available) or if the Company is making any representation as Securities Act does not apply or (ii) pursuant to the availability of Rule 144 or Rule 144A an effective registration statement under the Securities Act for Act, and Rxxx LLC further agrees to provide to any Person purchasing any of the offer, resale, pledge or transfer Purchased Securities from it a notice advising such purchaser that resales of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldPurchased Securities are restricted as stated herein. (4f) The Purchaser Rxxx LLC understands that the certificates for the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, Securities purchased pursuant to this Agreement will bear a legend substantially to substantially the following effect: : THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A STOCK INVESTMENT AGREEMENT DATED AS OF AUGUST 27, 2004, BETWEEN GAINSCO, INC. AND FIRST WESTERN CAPITAL, LLC SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an THE “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiiSECURITIES ACT”), eachOR ANY STATE SECURITIES LAW, a “Prohibited Investor”)AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 Shareholders have been advised that the FPHI Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act in reliance on exemptions there from. (b) The FPHI Shares are being acquired solely for each Shareholder's own account, for investment and are not being acquired with total a view to or for the resale, distribution, subdivision or fractionalization thereof, the Shareholders have no present plans to enter into any such contract, undertaking, agreement, or arrangement, and each Shareholder further understands that the FPHI Shares may only be resold pursuant to a registration statement under the Securities Act, or pursuant to some other available exemption. (c) The Shareholders acknowledge, in connection with the exchange of the FPHI Shares, that no representation has been made by representatives of FPHI regarding its business, assets or prospects other than that set forth herein and that each is relying upon the information set forth in excess the filings made by FPHI pursuant to Section 13 of $25,000,000 or the Securities Exchange Act of 1934, as amended, and such other representations and warranties as set forth in this Agreement. (iid) a “qualified institutional buyer” The Shareholders acknowledge that they are either an "accredited investor" within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A Regulation D under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such they have sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability exchanging their SiriComm Shares for FPHI Shares and they are able to bear the economic risks risk of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risktransactions contemplated hereby. (6e) The Purchaser understands Shareholders agree that the Seller certificate or certificates representing the FPHI Shares will be inscribed with substantially the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may have access to information about not be sold, transferred, or assigned in the Company absence of an effective registration statement for these securities under the Securities Act of 1933, or an opinion of FPHI's counsel that registration is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller required under the federal securities laws may be limitedsaid Act. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor."

Securities Matters. (1i) The Purchaser acknowledges that an investment in the Company involves an EXTREMELY HIGH DEGREE OF RISK and that the Purchaser may lose its entire investment in the Shares. (ii) The Purchaser is either (i) an “accredited investor” as defined acquiring the Shares without having been furnished any offering literature or prospectus specifically prepared in Rule 501 under connection with the Securities Act with total assets in excess offer and sale of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActShares pursuant hereto. The Purchased Shares are being acquired by Purchaser has received the SEC Reports and the Registration Statement and all additional information requested from the Company and acknowledges that the Company has made available to it or its advisors the opportunity to obtain additional information to evaluate the merits and risks of the purchase of the Shares. The Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and to conduct such investigations and inquiries as the Purchaser deems appropriate for its own account purposes of investment in the Shares pursuant to this Agreement. The Purchaser has read and understands the SEC Reports and the prospectus contained in the Registration Statement, including without a view limitation the "Risk Factors" section thereof, and acknowledges that the disclosures included therein constitute risks to the public distribution or Purchaser in connection with the purchase of the Shares. The Purchaser has also read and understands the section of the prospectus contained in the Registration Statement entitled "Description of the Company's Securities" and understands the Company's capital structure and the substantial dilution to the Purchaser's interest in the Company that can occur upon the exercise of warrants and stock options. Without limiting the foregoing, the Purchaser acknowledges its understanding that (A) the Company will need substantial additional capital, which may be raised through sale of such Sharesadditional securities, thereby further diluting the Purchaser's interest in the Company, (B) the Company's drug candidate for the treatment of lupus erythematosus, LJP 394, may not prove effective in producing a sustained reduction of antibodies to double-stranded DNA and may not provide a meaningful clinical benefit, and (C) the Company's other drug candidates are at earlier stages of development and involve comparable risks. (2iii) The Purchaser understands that (iA) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of neither registered under the Securities ActAct nor under the securities laws of any state or foreign country, (B) the certificates evidencing the Shares will bear a legend to the effect set forth in SECTION 5(b) (relating to restrictions on transfer), and accordingly, such (C) appropriate stop transfer instructions against the Shares are “restricted securities” within thewill be placed with the Company's transfer agent. (3iv) The Purchaser has expertise in evaluating and investing in companies like the Company and is able to assess the relative merits and risks of an investment in the Company and to sustain a total loss on such investment. (v) The Purchaser understands that none of the Seller or the Company is making any representation as that, in addition to the availability of Rule 144 contractual restrictions on transfer set forth in this Agreement, the Shares cannot be offered, sold or Rule 144A transferred unless the Shares are registered under the Securities Act for or an exemption from the offer, resale, pledge or transfer registration requirements of any Sharesthe Securities Act is available, or that any Shares purchased by such registration requirements are inapplicable, as reflected in an opinion of counsel to the Purchaser will ever in form and substance reasonably satisfactory to the Company, in which case the Company agrees to cooperate reasonably with the Purchaser, including but not limited to, executing, acknowledging or delivering any documents which in the opinion of the Purchaser or its counsel may be able reasonably necessary, appropriate or desirable in order to be soldrender such an opinion. (4vi) The Purchaser understands that is purchasing the Purchased Shares willfor its own account, until the expiration of the applicable holding period set forth in Rule 144for investment, unless sold in compliance with Rule 144, bear not as a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor nominee or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the publicagent, and acknowledges and agrees that, not with a view to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limitedtheir sale or distribution. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Such Seller acknowledges that the shares of EMKT Stock that constitute the Purchase Consideration and the shares of Top Team Stock that constitute the Exchange Consideration have not been and will not (1except with respect to certain registration rights to be granted to the Sellers pursuant to the Registration Rights Agreement referred to in Section 6,3(e)) The Purchaser be registered under (i) the Securities Act of 1933, as amended (the "SECURITIES ACT") inasmuch as they are being issued pursuant to an exemption from registration granted under Section 4(2) of the Securities Act and Regulation D promulgated thereunder relating to transactions not involving any public offering, (ii) the California Corporate Securities Laws of 1968 (the "CALIFORNIA LAW") or (iii) any other applicable securities laws, and that EMKT and Top Team's reliance on such exemption or related exemptions is predicated in part on the following representations and agreements made to EMKT and Top Team by such Seller: (a) Such Seller is acquiring the Purchase Consideration and the Exchange Consideration (together, the "CONSIDERATION") to be issued to such Seller hereunder for investment for his or her own account and not with a view to or for sale in connection with any distribution and resale thereof, with no intention of distributing or reselling the same; and such Seller is not aware of any particular occasion, event or circumstance upon the occurrence or happening of which he or it intends to dispose of such shares; (b) Such Seller is either (i) an “"accredited investor” " as defined in Rule 501 501(a) promulgated under the Securities Act with total assets in excess of $25,000,000 or Act, (ii) a “"qualified institutional buyer” purchaser" within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2Section 25102(n)(2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller California Law or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be that he or she is capable of evaluating the merits and risks of its prospective investment in the Purchased SharesTransactions; (iv) such Seller is aware that the Merger Consideration constitutes "restricted," "letter" or "investment" securities and such Seller by reason of his business or financial experience has the ability capacity to bear protect his own interest in connection with the economic risks Transactions; and (c) Such Seller agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of his or its prospective investment for shares received in this transaction without either (i) registration under the Securities Act and the California Law, and any other applicable securities laws, or (ii) an indefinite period opinion of time; (v) can afford the complete loss of such investment; counsel reasonably satisfactory to EMKT and (vi) recognizes Top Team that the investment in transaction by which such shares are proposed to be disposed of is exempt from the Purchased Shares involves substantial risk. (6) The Purchaser understands that Securities Act, the Seller may have access to information about the Company that is not generally available to the publicCalifornia Law and any other applicable securities laws, and acknowledges that EMKT and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is Top Team will place a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named legend on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required certificates representing such shares substantially to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)effect concerning these restrictions. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) Forkx, Xxc. has full power and authority to own the RBA Shares and the Warrants to be delivered to it hereunder and the Common Shares of RBA issuable upon exercise of the Warrants (collectively, the "Securities"). (b) The Purchaser is either Securities will be acquired for investment for Forkx, Xxc.'s own account, and not with a view to the distribution of any part thereof (iother than to Shareholders), and Forkx, Xxc. has no present intention of selling, granting any participation in, or otherwise distributing the same (including to any Shareholders) an “accredited investor” as defined in a manner contrary to the Securities Act, or applicable state or other securities laws. (c) The Sellers have received copies of RBA's prospectus filed under Rule 501 under 424(b) of the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view respect to the Purchaser's initial public distribution or sale offering, and of such SharesRBA's Reports on Form 6-K filed with the SEC for the quarters ended March 31, June 30 and September 30, 1998 (collectively, "RBA's SEC Filings"). (2d) The Purchaser understands that (i) the Purchased Shares Sellers are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. fend for themselves in the transactions contemplated by this Agreement, can bear the economic risk of their investment (4including possible complete loss of such investment) The Purchaser understands that the Purchased Shares will, until the expiration for an indefinite period of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges time and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has have such knowledge and experience in financial and or business matters as to be that they are capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskSecurities. None of the Sellers has been organized for the purpose of acquiring the Securities. The Sellers understand that the Securities have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Purchaser and RBA on such exemptions is predicated upon the accuracy of the representations and warranties in this Section. Forkx, Xxc. is familiar with Regulation D promulgated under the Securities Act and is an "accredited investor" as defined in Rule 501(a) of such Regulation D. (e) The Sellers understand that the Securities are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and in accordance with the terms and conditions set forth in the legend described in subsection (f) below. In this connection, the Sellers represent that they are familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understand the resale limitations imposed thereby and by the Securities Act. (6f) The Purchaser understands It is understood that the Seller certificates evidencing the Securities may have access to information about bear the Company that is not generally available to the publicfollowing or a similar legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and acknowledges and agrees thatAS AMENDED (THE "ACT"), to the extent the Seller has any such informationOR APPLICABLE STATE LAW, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the CompanyAND NO INTEREST THEREIN MAY BE SOLD, or any investigation or examination that the Seller may have conductedDISTRIBUTED, with respect to the Shares or the CompanyASSIGNED, and the Seller has not made any representationOFFERED, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who CommitTHERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser Buyer recognizes the highly speculative nature of an investment in the Shares. (b) Buyer is either (i) an “accredited investor” as that term is defined in Rule 501 506 of Regulation D promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares1933. (2c) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Buyer has such sufficient knowledge and experience in financial and business matters as to be that Buyer is capable of evaluating the merits and risks of its prospective an investment in the Purchased Shares; . Buyer and such Affiliates have made other investments and, by reason of their respective business and financial experience (iv) and the collective experience of their agents and employees), have acquired the capacity to protect Buyer’s interests in investments of this nature. In reaching the conclusion that Buyer wishes to acquire the Shares, Buyer has carefully evaluated Buyer’s financial resources and investment position and the ability risks associated with this investment in the Shares and believes that Buyer will be able to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the this investment in the Purchased Shares involves substantial riskand will have no need for liquidity from this investment in the Shares. (6d) The Purchaser understands that Buyer will acquire the Seller may have access to information about Shares for Buyer’s own account for investment and not with a view to, or for resale in connection with, any distribution of the Company that is not generally available to Shares within the public, and acknowledges and agrees that, to meaning of the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limitedSecurities Act of 1933. (7e) The Purchaser acknowledges Buyer recognizes that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to this investment in the Shares or the Companyinvolves certain risks, and the Seller Buyer has not made any representation, warranty or covenant, express or implied, to it with respect thereto taken full cognizance of and the Seller shall not have any liability to it with respect theretounderstands such risks. (8) Neither f) All information that Buyer has provided to Seller or Company concerning the Purchaser nor any person or entity controlling, controlled by or under common control financial position of Buyer is correct and complete in all material respects. (g) In connection with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entityBuyer’s purchase of the Purchased Shares: (a) Buyer has been fully informed as to the circumstances under which Buyer is required to take and hold the Shares pursuant to the requirements of the Securities Act of 1933 and any applicable state securities or “Blue Sky” laws; and (categories b) Buyer has been informed by Seller that the Shares are not registered under the Securities Act of 1933 and may not be transferred, assigned or otherwise disposed of unless the Shares are subsequently registered under the Securities Act of 1933 or an exemption from such registration is available. (h) Buyer understands that the Shares may not be sold, assigned or transferred unless: (a) such sale, assignment or transfer is exempt from registration under the Securities Act of 1933 and any applicable state securities or “Blue Sky” laws; or (b) a registration statement covering the Shares is effective under the Securities Act of 1933. (i) through (viii)Seller and Buyer acknowledge and agree that the representations, eachwarranties, a “Prohibited Investor”)covenants and agreements of Seller contained in this Agreement shall not be affected or diminished in any way by any investigation by Buyer or by virtue of any representation or warranty of Buyer contained in this Section 5.6. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser Each Selling Member understands that (i) the Purchased Shares are being sold have not been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of the securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company’s reliance on such Shares are “restricted securities” within the (3) The Purchaser understands that none of exemptions is predicated on the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldeach Selling Member’s representations set forth herein. (4b) Each Selling Member acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that such Selling Member may lose his, her or its entire investment in the Shares. Each Selling Member acknowledges he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors” attached hereto as Exhibit D (which Risk Factors set forth the risks of the Company on a consolidated basis after giving effect to the consummation of both this Agreement and the Phreadz Purchase Agreement) prior to making an investment decision pursuant to this Agreement. (c) The Purchaser understands that Company has made available to each Selling Member or the Purchased Shares will, until advisors of any such Selling Member the expiration opportunity to obtain information to evaluate the merits and risks of the applicable holding period set forth investment in Rule 144the Shares, unless sold and each Selling Member has received all information requested from the Company. Each Selling Member has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain additional information as such Selling Member has deemed appropriate for purposes of investing in compliance with Rule 144the Shares pursuant to this Agreement. Each Selling Member has received and reviewed all the information, bear a legend to substantially the following effect: (5) The Purchaser acknowledges both written and agrees oral, that it desires. Without limiting the generality of the foregoing, each Selling Member has been furnished with or has had the opportunity to acquire, and to review: (i) is a sophisticated investor; copies of all of the Company’s publicly available documents, and (ii) does all information, both written and oral, it desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, each Selling Member has relied solely on such Selling Member’s own knowledge and understanding of the Company and its business based upon Selling Member’s own due diligence investigations and the information furnished pursuant to this paragraph. Each Selling Member understands that no person has been authorized to give any information or to make any representations which were not require furnished pursuant to this paragraph and such Selling Member has not relied on any other representations or information. (d) Each Selling Member, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Company and has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Company. In connection with the purchase of the Shares; (iv) , each Selling Member has the ability to bear the economic risks relied solely upon independent investigations made by such Selling Member and has consulted such Selling Member’s own investment advisors, counsel and accountants. Each Selling Member has adequate means of its prospective investment providing for an indefinite period of time; (v) current needs and personal contingencies, has no need for liquidity, and can afford the sustain a complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskShares. (6e) The Purchaser understands that the Seller may have access to information about Shares which the Company that is to issue hereunder will be acquired for each Selling Member’s own account, for investment purposes, not generally available to the publicas a nominee or agent, and acknowledges and agrees that, not with a view to or for sale in connection with any distribution of the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal Shares in violation of applicable securities laws may be limitedlaws. (7f) The Purchaser acknowledges Each Selling Member understands that it is not relying on any advice no federal or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to state agency has passed upon the Shares or the Company, and the Seller has not made any representation, warranty finding or covenant, express or implied, determination as to it with respect thereto and the Seller shall not have any liability to it with respect theretofairness of the investment in the Shares. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (ig) Each Selling Member is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked nationalAccredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Cuban Assets Control RegulationsSecurities Act. Each Selling Member acknowledges that the Shares may be purchased only by persons who come within the definition of an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (h) No Selling Member has received any general solicitation or general advertising concerning the Shares, 31 C.F.R. Part 515; (iv) nor is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result any Selling Member aware of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, such solicitation or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories advertising. (i) through Each Selling Member understands that the Shares will be characterized as “restricted” securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Selling Member agrees that such Selling Member will not sell all or any portion of the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. Each Selling Member understands and acknowledges that all certificates representing the Shares shall bear the following legend or a legend of similar import and that the Company shall refuse to transfer the Shares except in accordance with such restrictions: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (viiiTHE “ACT”), each, a “Prohibited InvestorOR UNDER CERTAIN STATE SECURITIES LAWS. NO SALE OR TRANSFER OF THESE SHARES MAY BE MADE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) AN OPINION OF COUNSEL THAT REGISTRATION UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE OR TRANSFER.”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, it decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED 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.” (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- anti-money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under shall take and perform such actions, pay such sums and/or prepare, execute and file any and all documents, instruments, registration statements and reports, of every kind, nature or description, necessary to make and/or continue to make available to the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within Seller during the meaning Effective Period the benefits of Rule 144A under 144 of the Securities Act. Regulations; (b) The Purchased Shares are being acquired by Seller shall have the right to exercise "PIGGY BACK" registration rights with respect to the Purchaser for its own account Shares in accordance with the terms and without conditions set forth in paragraphs 1.1 through 1.12 of EXHIBIT 2.3 annexed hereto and made a view part hereof; (c) If (a) the Purchaser violates and/or become in violation of the provisions of Sections 5.7 and 5.8 and as a result thereof the Seller shall not be able to avail itself of the provisions of Rule 144 then and in that event the Seller shall have the right to exercise the Compulsory Registration Rights set forth in paragraph 1.13 of Exhibit 2.3 annexed hereto, in accordance with and subject to the public distribution or sale of such Shares.terms and conditions thereof; (2d) The Purchaser understands that If: (i) the Purchased Shares are being sold Purchaser violates and/or becomes in a transaction not involving any public offering within the meaning violation of the Securities Act, provisions of Sections 5.7 and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor5.8; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and result thereof the Seller shall not have any liability be able to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge avail itself of the Purchaser, provisions of Rule 144 for any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property 30-day period; and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required fails or refuses to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person comply with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under Section 2.3 hereof and paragraph 1.13 of EXHIBIT 2.3 annexed hereto, then and in that event the Bank Secrecy ActPurchaser shall at the sole option of Purchaser, upon ten days prior written notice from the Seller ("SELLER NOTICE"), repurchase all of the shares of Purchaser Shares specified in the Seller Notice, for cash, at a price per share equal to the Repurchase Price (as amended (31 U.S.C. Section 5311 et seq.) defined). For purposes of this agreement, the term "REPURCHASE PRICE" shall be and its implementing regulations, if applicable. mean the market value of the Purchaser Shares on the date of the transmittal of the Seller Notice in any event the repurchase price shall not exceed the market value at which the shares were originally issued to the seller. Any portion of the Repurchase Price not paid to the Seller within ten (10) The funds used to purchase business days of the Purchased Shares were legally derived from legitimate sources and not from any Prohibited InvestorSeller Notice will bear interest, until paid, at the rate of 18% per annum.

Securities Matters. (1) The Purchaser is either Seller (i) is an “"accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” " within the meaning of Rule 144A 501 of Regulation D, as presently in effect, under the Securities Act. The Purchased Shares are being acquired by ; (ii) is acquiring the Purchaser Parent Stock for its investment for Seller's own account account, not as a nominee or agent, and without a not with the view to, or for resale in connection with, any distribution thereof; (iii) does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the public distribution or sale Parent Stock, except that Seller has agreed to transfer to Xxxx Xxxxxx an amount of the Parent Stock not to exceed three percent (3%) of the Purchase Price (the "Xxxxxx Assignment"), and Buyer consents to such Shares. transfer so long as Xxxx Xxxxxx (2x) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering qualifies as an "accredited investor" within the meaning of Rule 501 of Regulation D, as presently in effect, under the Securities Act, and accordingly, such Shares are “restricted securities” within the (3y) The Purchaser understands that none makes all of the Seller or the Company is making any representation as representations, warranties and acknowledgements set forth in this Section 4.7 to the availability of Parent in writing, and (z) agrees to comply with Rule 144 or Rule 144A as promulgated under the Securities Act; (iv) acknowledges that the Parent Stock received at the Closing must be held indefinitely unless subsequently registered under the Securities Act for or an exemption from such registration is available, that any book entry account in which any such Parent Stock are deposited will include an appropriate notation concerning the offer, resale, pledge or restrictions on transfer of the Parent Stock, and that Seller has no right to require Parent to register any Shares, of such Parent Stock for resale under federal or that any Shares purchased by the Purchaser will ever be able to be sold. state law; (4v) The Purchaser understands that the Purchased Shares will, until the expiration is aware of the applicable holding period set forth in provisions of Rule 144, unless sold in compliance with Rule 144, bear a legend 144 promulgated under the Securities Act which permit limited resale of shares subject to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investorsatisfaction of certain conditions; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iiivi) has such knowledge and experience in financial and business matters as to be so that Seller is capable of evaluating the merits and risks of its prospective investment in the Purchased SharesParent; (ivvii) has had an opportunity to ask questions of, and receive answers from, the ability officers of Parent concerning Parent's business, management and financial affairs, which questions were answered to bear the economic risks of its prospective investment for an indefinite period of timeSeller's complete and total satisfaction; (vviii) can afford has received all the complete loss of such investmentinformation it considers necessary or appropriate for deciding whether to acquire the Parent Stock; and (viix) recognizes that except for the investment representations and warranties set forth in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it Article V is not relying on any statements or representations of Parent or Buyer or their respective agents or Representatives for legal or investment advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or acquisition of Parent Stock. In connection with the CompanyXxxxxx Assignment, Seller represents and confirms to Buyer and Parent that Xx. Xxxxxx is an employee of Seller and that the Xxxxxx Assignment is being made by Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect theretoin consideration of services performed by Xx. Xxxxxx for Seller. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. The Shares are being acquired by the Purchaser for his own account and without a view to the public distribution or public sale of the Shares. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its the Purchaser’s own account and without a view to the public distribution or sale of such the Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, the Purchaser decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED 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. (5) The Purchaser acknowledges and agrees that it the Purchaser (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it the Purchaser is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the The Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereofis not: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.31

Securities Matters. (1) The Purchaser is either Such Seller acknowledges that the shares of EMKT Stock that constitute the Purchase Consideration and the shares of Top Team Stock that constitute the Exchange Consideration have not been and will not be registered under (i) the Securities Act of 1933, as amended (the "SECURITIES ACT") inasmuch as they are being issued pursuant to an “exemption from registration granted under Section 4(2) of the Securities Act and Regulation D promulgated thereunder relating to transactions not involving any public offering, (ii) the California Corporate Securities Laws of 1968 (the "CALIFORNIA LAW") or (iii) any other applicable securities laws, and that EMKT and Top Team's reliance on such exemption or related exemptions is predicated in part on the following representations and agreements made to EMKT and Top Team by such Seller: (a) Such Seller is acquiring the Purchase Consideration and the Exchange Consideration (together, the "CONSIDERATION") to be issued to such Seller hereunder for investment for his or her own account and not with a view to or for sale in connection with any distribution and resale thereof, with no intention of distributing or reselling the same; and such Seller is not aware of any particular occasion, event or circumstance upon the occurrence or happening of which he or it intends to dispose of such shares; (b) Such Seller (other than Xxxxxx Flank) is (i) either an "accredited investor” " as defined in Rule 501 501(a) promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “"qualified institutional buyer” purchaser" within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2Section 25102(n)(2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller California Law or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be that he or she is capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) Transactions. Such Seller is aware that the Consideration constitutes "restricted," "letter" or "investment" securities and such Seller by reason of his business or financial experience has the ability capacity to bear protect his own interest in connection with the economic risks Transactions; and (c) Such Seller agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of his or its prospective investment for shares received in this transaction without registration under the Securities Act and the California Law, and any other applicable securities laws, or without an indefinite period opinion of time; (v) can afford the complete loss of such investment; counsel satisfactory to EMKT and (vi) recognizes Top Team that the investment in transaction by which such shares are proposed to be disposed of is exempt from the Purchased Shares involves substantial risk. (6) The Purchaser understands that Securities Act, the Seller may have access to information about the Company that is not generally available to the publicCalifornia Law and any other applicable securities laws, and acknowledges that EMKT and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is Top Team will place a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named legend on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required certificates representing such shares substantially to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)effect concerning these restrictions. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account Executive represents and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands warrants that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning Executive is aware and knowledgeable of the Securities Actfinancial condition, plans and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none business prospects of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Companies and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance by reason of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge Executive's business and experience in financial and business matters as to be experience, Executive is capable of evaluating the merits and risks of its prospective an investment in shares of the Purchased Shares; common stock of Holdings and in Channel and is capable of protecting Executive's own interests in connection with such investment. Executive acknowledges that (ivi) has Executive is responsible for Executive's required filings with the ability to bear the economic risks Securities and Exchange Commission in connection with any acquisition of its prospective investment for an indefinite period common stock of time; (v) can afford the complete loss Holdings and any subsequent sale or disposition of such investment; shares, and (viii) recognizes Executive may acquire shares of common stock of Holdings and/or Channel which have not been registered under the Securities Act or qualified under the California Corporate Securities Law of 1968, as amended (and such shares will contain a legend to such effect), and that the investment in the Purchased Shares involves substantial riskany disposition of such shares is subject to restrictions imposed by federal and state law. (6b) The Purchaser understands that the Seller may have access to information about the Company that is not generally available Subject to the publicnext sentence, and acknowledges and Executive agrees that, to the extent the Seller has any such information, such information need that Executive will not (i) participate in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and shall notExchange Commission) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Companyvote, or seek to influence any investigation or examination that the Seller may have conducted, person with respect to the Shares voting of any voting securities of the Companies, (ii) try to influence the management, boards of directors, actions or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge policies of the PurchaserCompanies, any director, officer, agent, employee or Affiliate thereof: (iii) publicly oppose decisions or recommendations by the Board of Directors of the Companies. Executive's covenants contained in the previous sentence shall terminate upon the earlier of (i) is a person two (2) years from the Resignation Date or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on such time as the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank aggregate beneficial ownership (as set forth determined in accordance with Section 313 13 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Securities Exchange Act of 2001 (USA PATRIOT Act)1934 and the rules thereunder) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting businessXxxxxx Xxxxxx, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of CommerceXxxxx Xxxxxx, the U.S. Department Estate of TreasuryXxxxx Xxxxxx, or the U.S. Department of StateMusk Ox Investments L.P., including Musk Ox Properties L.P. and their related parties and affiliates, including, but not limited to trusts and foundations established by any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or foregoing, on a collective basis, becomes less than forty percent (viii40%) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)outstanding voting securities of the Company. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under Company and the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands Shareholders understand that (i) the Purchased Shares are being sold in a transaction have not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller been registered or the Company is making any representation as to the availability of Rule 144 or Rule 144A qualified under the Securities Act of 1933, as amended (the "1933 Act") or any state securities or "blue sky" laws, on the ground that the sale provided for in this Agreement and the offerissuance of the securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the 1933 Act, resale, pledge or transfer of any Shares, or that any Shares purchased by and (ii) the Purchaser will ever be able to be soldPurchaser's reliance on such exemptions is predicated on the Company's and the Shareholders' representations set forth herein. (4b) The Company and the Shareholders acknowledge that an investment in the Purchaser involves an EXTREMELY HIGH DEGREE OF RISK, lack of liquidity and substantial restrictions on transferability and that the Company and the Shareholders may lose their entire investment in the Shares. (c) The Purchaser understands that has made available to the Purchased Shares will, until Company and the expiration Shareholders or the Company's and the Shareholders' advisors the opportunity to obtain information to evaluate the merits and risks of the applicable holding period set forth investment in Rule 144the Shares, unless sold and the Company and the Shareholders have received all information requested from the Purchaser. The Company and the Shareholders have had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Purchaser and to obtain additional information as the Company and the Shareholders have deemed appropriate for purposes of investing in compliance with Rule 144, bear a legend the Shares pursuant to substantially the following effect:this Agreement. (5d) The Company and the Shareholders, personally or through advisors, have expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such have sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Purchaser. In connection with the purchase of the Shares; (iv) has , the ability to bear Company and the economic risks Shareholders have relied solely upon independent investigations made by the Company and the Shareholders, and have consulted their own investment advisors, counsel and accountants. The Company and the Shareholders have adequate means of its prospective investment providing for an indefinite period of time; (v) current needs and personal contingencies, and have no need for liquidity and can afford the sustain a complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskShares. (6e) The Shares which the Purchaser understands that is to issue hereunder will be acquired for the Seller may have access to information about the Company that is recipient's own account, for investment purposes, not generally available to the publicas a nominee or agent, and acknowledges and agrees that, not with a view to or for sale in connection with any distribution of the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal Shares in violation of applicable securities laws may be limitedlaws. (7f) The Purchaser acknowledges Company and the Shareholders understand that it is not relying on any advice no federal or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to state agency has passed upon the Shares or the Company, and the Seller has not made any representation, warranty finding or covenant, express or implied, determination as to it with respect thereto and the Seller shall not have any liability to it with respect theretofairness of the investment in the Shares. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (ig) The Company and each Shareholder is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” "Accredited Investor" as defined in Rule 501(a) of Regulation D promulgated under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv0000 Xxx. The Company and the Shareholders acknowledge that the Shares may be purchased only by persons who come within the definition of an "Accredited Investor" as that term is defined in Rule 501(a) is a non-U.S. shell bank (as set forth in Section 313 of Regulation D promulgated under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT 1933 Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9h) The Purchaser Neither the Company nor any Shareholder has met and will continue to meet all received any general solicitation or general advertising concerning the Shares, nor is the Company nor any Shareholders aware of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seqany such solicitation or advertising.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicated on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Company has made available to the Purchaser or the Purchaser's advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for investment in the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4f) The Purchaser understands that Purchaser, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Company and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.In

Securities Matters. Each Shareholder hereby represents, warrants and covenants to the Purchaser, as follows: (1a) The Such Shareholder understands that the Purchaser is either (i) an “accredited investor” as defined in Rule 501 Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act in reliance on the exemption therefrom set forth in Regulation S. (b) The Purchaser Shares are being acquired solely for such Shareholder's own account, for investment and are not being acquired with total assets in excess of $25,000,000 a view to or (ii) for the resale or distribution thereof, the Shareholder has no present plans to enter into any such contract, undertaking, agreement or arrangement and such Shareholder further understands that the Purchaser Shares, may only be resold pursuant to a “qualified institutional buyer” within the meaning of Rule 144A registration statement under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view , or pursuant to the public distribution or sale of such Shares.some other available exemption; (2c) The Purchaser understands Shareholder is an "accredited investor" as that (i) the Purchased Shares are being sold term is defined in a transaction not involving any public offering within the meaning Regulation D of the Securities ActAct and, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that if it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) company, through its officers and directors, has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and the risks of its prospective investment in the Purchased Shares; (iv) has the ability Purchaser Shares and is able to bear the economic risks risk of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk.Purchaser Shares; (6d) The Purchaser understands that Such Shareholder acknowledges, in connection with the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to purchase of the Purchaser Shares, that no representation has been made by representatives of the Seller. The Purchaser further understands regarding its business, assets or prospects other than that the Seller is a federal agency set forth herein and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from upon the Seller or information set forth in the Company, or any investigation or examination that the Seller may have conducted, with respect filings made by Purchaser pursuant to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge Section 13 of the PurchaserSecurities Exchange Act of 1934, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property as amended and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals such other representations and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (warranties as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)this Agreement. (9e) The Purchaser has met and will continue to meet all Such Shareholder is an individual, company, trust or other business that is not a "U.S. Person" within the meaning of its obligations Rule 902(a) of Regulation S under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) Securities Act and its implementing regulations, if applicablereceived all offers relating to this Agreement outside of the United States. (10f) Such Shareholder agrees that the certificate or certificates representing the Purchaser Shares will be inscribed with substantially the following legend: "The funds used to purchase securities represented by this certificate have not been registered under the Purchased Shares were legally derived from legitimate sources Securities Act of 1933. The securities have been acquired for investment and may not from any Prohibited Investorbe sold, transferred assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of Purchaser's counsel that registration is not required under said Act."

Securities Matters. (1a) The Purchaser Buyer understands and acknowledges that the Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Buyer is either (i) an “"accredited investor” " (as defined in Rule 501 under 501(a) of the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares). (2c) The Purchaser understands that Buyer (i) has knowledge and experience in financial and business matters such that he is capable of evaluating the Purchased Shares merits and risks of purchasing the Securities and (ii) is able to bear the economic risk of an investment in the Securities for an indefinite period of time, including the risk of a complete loss of any such investment. (d) Buyer is acquiring the Securities for his own account for investment purposes and not with a view to, or for offer or sale for GNA in connection with, the distribution or resale thereof. (e) Buyer understands and agrees that the Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordinglythat the Securities may not be offered, such Shares are “restricted securities” within the sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Buyer agrees, on his own behalf and on behalf of any accounts for which Buyer is acting, that if Buyer should sell or otherwise transfer any Securities, he will do so only (3i) The Purchaser understands that none pursuant to an exemption from the registration requirements of the Seller Securities Act (if available) or if the Company is making any representation as Securities Act does not apply or (ii) pursuant to the availability of Rule 144 or Rule 144A an effective registration statement under the Securities Act for Act, and Buyer further agrees to provide to any Person purchasing any of the offer, resale, pledge or transfer Securities from him a notice advising such purchaser that resales of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldSecurities are restricted as stated herein. (4f) The Purchaser Buyer understands that the Purchased Shares will, until certificates for the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, Securities purchased pursuant to this Agreement will bear a legend substantially to substantially the following effect: : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 26, 2001, BETWEEN GAINSCO, INC. AND XXXXXX X. XXXXXXXXX. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiiTHE "SECURITIES ACT"), eachOR ANY STATE SECURITIES LAW, a “Prohibited Investor”)AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. Such Principal Seller acknowledges that the shares of EMKT Stock and the shares of FMI Stock that constitute the Merger Consideration have not been and will not be registered (1subject to the provisions of the Registration Rights Agreement to be delivered pursuant to Section 6.3(d)) The Purchaser is either under (i) the Securities Act of 1933, as amended (the "Securities Act") inasmuch as they are being issued pursuant to an “exemption from registration granted under Section 4(2) of the Securities Act and Regulation D promulgated thereunder relating to transactions not involving any public offering, (ii) the California Corporate Securities Laws of 1968 (the "California Law") or (iii) any other applicable securities laws, and that EMKT and FMI's reliance on such exemption or related exemptions is predicated in part on the following representations and agreements made to EMKT and FMI by such Principal Seller: (a) Such Principal Seller is acquiring the Merger Consideration (together, the "Consideration") to be issued to such Principal Seller hereunder for investment for his or her own account and not with a view to or for sale in connection with any distribution and resale thereof, with no intention of distributing or reselling the same; and such Principal Seller is not aware of any particular occasion, event or circumstance upon the occurrence or happening of which he or it intends to dispose of such shares (except to the extent such shares may be registered under the Registration Rights Agreement or exchanged for shares that are or will be registered); (b) Such Principal Seller is (i) either an "accredited investor” " as defined in Rule 501 501(a) promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “"qualified institutional buyer” purchaser" within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2Section 25102(n)(2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller California Law or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be that he or she is capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) Transactions. Such Principal Seller is aware that the Merger Consideration constitutes "restricted," "letter" or "investment" securities and such Principal Seller by reason of his business or financial experience has the ability capacity to bear protect his own interest in connection with the economic risks Transactions; and (c) Such Principal Seller agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of his or its prospective investment for shares received in this transaction without registration under the Securities Act and the California Law, and any other applicable securities laws, or without an indefinite period opinion of time; (v) can afford the complete loss of such investment; counsel satisfactory to EMKT and (vi) recognizes FMI that the investment in transaction by which such shares are proposed to be disposed of is exempt from the Purchased Shares involves substantial risk. (6) The Purchaser understands that Securities Act, the Seller may have access to information about the Company that is not generally available to the publicCalifornia Law and any other applicable securities laws, and acknowledges that EMKT and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is FMI will place a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named legend on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required certificates representing such shares substantially to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)effect concerning these restrictions. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either This Warrant has not been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable “Blue Sky” laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (i) is receiving this Warrant for Holder’s own account and not on behalf of others, and is not taking this Warrant with a view to the “distribution” thereof (as that term is defined in the Act and the rules and regulations of the Securities and Exchange Commission thereunder); (ii) will not offer, distribute, sell, transfer or otherwise dispose of this Warrant except pursuant to (A) an effective registration statement under the Act and any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws; (iii) represents at the date of this Warrant that (A) Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, (B) Holder’s financial condition is such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company Holder is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. bear the risk of holding the Warrant for an indefinite period of time, and (4C) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) Holder has such knowledge and experience in financial and business matters as to be that Holder is capable of evaluating the risks and merits of acquiring and risks of its prospective investment in exercising the Purchased SharesWarrant; and (iv) acknowledges that, at the time of exercise of the Warrant, (A) Holder will have access to all of the Company’s reports filed electronically with the Securities and Exchange Commission, (B) Holder has had the ability opportunity to bear ask questions and receive answers concerning the economic risks terms of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; Warrant, and (viC) recognizes Holder will have such knowledge and experience in financial and business matters that Holder is capable at such time of evaluating the investment in risks and merits of exercising the Purchased Shares involves substantial riskWarrant. (6b) The Purchaser understands Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the Seller may have access to information about issuance of such shares shall not violate any of the provisions of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No Warrant Shares shall be issued until counsel for the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands determined that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller Company has complied with all requirements under the federal applicable securities laws may be limitedlaws. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicated on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Company has made available to the Purchaser or the Purchaser's advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskShares. (6f) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any directorpersonally or through advisors, officer, agent, employee or Affiliate thereof: (i) is has expertise in evaluating and investing in private placement transactions of securities of companies in a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.similar stage of

Securities Matters. The Buyer hereby covenants to Seller that it shall: (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act fulfill all legal requirements to be complied with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account Buyer to permit the issuance, offering and without a view to the public distribution or sale of such the Offered Shares., including, without limitation, compliance with Applicable Securities Laws of the Offering Jurisdictions to enable the Offered Shares to be issued to Seller, without the necessity of filing a prospectus, registration statement or an offering memorandum under Applicable Securities Laws of the Offering Jurisdictions; (2) The Purchaser understands that (i) use its best efforts to obtain the Purchased Shares are being sold in a transaction not involving any public offering within necessary regulatory consents from the meaning of Exchange and if required, the Securities Act, Commissions to effect the transaction on the terms set forth herein and accordingly, on such Shares terms as are “restricted securities” within themutually acceptable to Seller and the Buyer; (3) The Purchaser understands that none list and post for trading on the Exchange, the Offered Shares, subject to the resale restricted period of four months from the Closing Date pursuant to National Instrument 45-102 – Resale of Securities (“NI 45-102”) and the policies of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold.Exchange; (4) The Purchaser understands that within the Purchased Shares will, until the expiration time periods required under Applicable Securities Laws of the applicable holding period set forth in Rule 144Offering Jurisdictions, unless sold in compliance file such documents as may be required under Applicable Securities Laws of the Offering Jurisdictions relating to the issuance of the Offered Shares which, without limiting the generality of the foregoing, shall include the filing with Rule 144, bear the Alberta Securities Commission of a legend to substantially the following effect:Form 45-106F1 as prescribed by NI 45-106; (5) The Purchaser acknowledges have taken on or prior to the Closing, all necessary steps to ensure the Offered Shares have been duly allotted and agrees that it (i) is a sophisticated investor; (ii) does not require authorized for issue to the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk.Seller; (6) The Purchaser understands that duly, punctually and faithfully perform all of the Seller may have access obligations to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser performed by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller it under the federal securities laws may be limited.Agreement; (7) The Purchaser acknowledges that it is not relying on promptly inform Seller and its counsel of the full particulars of: (A) any advice Material Change in the assets, liabilities (absolute, accrued, contingent or recommendation from otherwise), business, affairs, operations, obligations, prospects, capital, condition (financial or otherwise) of the Buyer; and (B) the discovery by the Buyer of any Misrepresentation in any information regarding the Buyer provided to Seller or its counsel by the Company, Buyer; which occurs on or any investigation or examination that the Seller may have conducted, with respect prior to the Shares Closing, provided that if there may be any reasonable doubt as to whether a Material Change, change, occurrence or event of the Companynature referred to in this Section has occurred, the Buyer shall promptly inform Seller and its counsel of the full particulars of the occurrence giving rise to the uncertainty and shall consult with Seller has not made any representation, warranty or covenant, express or implied, as to it with respect thereto and whether the Seller shall not have any liability to it with respect thereto.occurrence is of such nature; and (8) Neither the Purchaser nor any person on or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, prior to the knowledge Closing, the Buyer shall promptly inform the Seller of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in full particulars of the annex to Executive Order No. 13224 (2001) issued receipt by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result Buyer of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including communication from any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate regulatory authority relating to the laundering transactions which are the subject of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.this Agreement;

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2a) The Purchaser understands that (i) neither the Purchased Shares nor the offer and sale thereof are being sold registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky" laws, on the ground that the sale provided for in a transaction not involving any public offering within this Agreement and the meaning issuance of securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and accordingly, (ii) the Company's reliance on such Shares are “restricted securities” within theexemptions is predicated on the Purchaser's representations set forth herein. (3b) The Purchaser acknowledges that an investment in the Company involves an extremely high degree of risk, lack of liquidity and substantial restrictions on transferability and that the Purchaser may lose the Purchaser's entire investment in the Shares. (c) The Company has made available to the Purchaser or the Purchaser's advisors the opportunity to obtain information to evaluate the merits and risks of the purchase of the Shares, and the Purchaser has received all information requested from the Company. The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain such additional information as the Purchaser has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement. (d) The Shares to be acquired by the Purchaser hereunder will be acquired for the Purchaser's own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws. (e) The Purchaser understands that none of no federal or state agency has passed upon the Seller Shares or the Company is making made any representation finding or determination as to the availability fairness of Rule 144 or Rule 144A under the Securities Act for investment in the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4f) The Purchaser understands that Purchaser, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Company and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating assess the relative merits and risks of its prospective an investment in the Purchased Shares; (iv) has . In connection with the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii)Shares, each, a “Prohibited Investor”). (9) The the Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.relied solely upon independent

Securities Matters. The Assignee, represents and warrants to the Assignor that: (1a) The Purchaser it has been advised that the Warrant and the securities underlying the Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws (such state securities laws, together with the Securities Act, the “Acts”) and, therefore, cannot be resold unless they are registered under the applicable Acts or unless an exemption from any such registration requirements is either available; (ib) the Assignee is an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A 501 of Regulation D under the Securities Act. The Purchased Shares are being ; (c) the Assignee has conducted an investigation of the Company to its satisfaction, has received all information requested from the Company in connection with such investigation, and has been provided an opportunity to ask questions of and receive answers from management representatives of the Company regarding their financial condition, performance and prospects, and the terms and conditions of the Assigned Interest, the Warrant, any other document referenced therein and the assignment of the foregoing pursuant to this Assignment and Acceptance and the transfer certificate attached hereto as Exhibit A, and that the Assignee understands and acknowledges that all documents, records and books pertaining to its investment in the Company have been made available for inspection by the Company and not by the Assignor; (d) the Assignee is aware that the Company is under no obligation to effect any registration with respect to the Assigned Interest or the securities underlying the Assigned Interest (except solely to the extent provided in the Registration Rights Agreement (as defined in the Warrant)) to file for or comply with any exemption from registration; (e) the Assignee is accepting the Assigned Interest to be acquired by the Purchaser Assignee hereunder for its own account and without not with a view to to, or for sale in connection with, the public distribution or sale thereof in violation of such Shares. any Act; and (2) The Purchaser understands that (if) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) Assignee is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) sophisticated, well-informed investor and has such knowledge of finance, securities, investments and experience in financial financial, tax and business matters as to be that the Assignee is capable of evaluating the merits and risks of its prospective such investment, is able to incur a complete loss of such investment in the Purchased Shares; (iv) has the ability and is able to bear the economic risks risk of its prospective such investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under shall take and perform such actions, pay such sums and/or prepare, execute and file any and all documents, instruments, registration statements and reports, of every kind, nature or description, necessary to make and/or continue to make available to the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within Seller during the meaning Effective Period the benefits of Rule 144A under 144 of the Securities Act. Regulations; (b) The Purchased Shares are being acquired by Seller shall have the right to exercise "PIGGY BACK" registration rights with respect to the Purchaser for its own account Shares in accordance with the terms and without conditions set forth in paragraphs 1.1 through 1.12 of EXHIBIT 2.3 annexed hereto and made a view part hereof; (c) If (a) the Purchaser violates and/or become in violation of the provisions of Sections 5.7 and 5.8 and as a result thereof the Seller shall not be able to avail itself of the provisions of Rule 144 then and in that event the Seller shall have the right to exercise the Compulsory Registration Rights set forth in paragraph 1.13 of EXHIBIT 2.3 annexed hereto, in accordance with and subject to the public distribution or sale of such Shares.terms and conditions thereof; (2d) The Purchaser understands that If: (i) the Purchased Shares are being sold Purchaser violates and/or becomes in a transaction not involving any public offering within the meaning violation of the Securities Act, provisions of Sections 5.7 and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor5.8; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and result thereof the Seller shall not have any liability be able to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge avail itself of the Purchaser, provisions of Rule 144 for any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property 30-day period; and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required fails or refuses to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person comply with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under Section 2.3 hereof and paragraph 1.13 of EXHIBIT 2.3 annexed hereto, then and in that event the Bank Secrecy ActPurchaser shall at the sole option of Purchaser, upon ten days prior written notice from the Seller ("SELLER NOTICE"), repurchase all of the shares of Purchaser Shares specified in the Seller Notice, for cash, at a price per share equal to the Repurchase Price (as amended (31 U.S.C. Section 5311 et seq.) defined). For purposes of this agreement, the term "REPURCHASE PRICE" shall be and its implementing regulations, if applicable. mean the market value of the Purchaser Shares on the date of the transmittal of the Seller Notice in any event the repurchase price shall not exceed the market value at which the shares were originally issued to the seller. Any portion of the Repurchase Price not paid to the Seller within ten (10) The funds used to purchase business days of the Purchased Shares were legally derived from legitimate sources and not from any Prohibited InvestorSeller Notice will bear interest, until paid, at the rate of 18% per annum.

Securities Matters. (1) The Purchaser is either Each of Harbinger Master and Harbinger Special (i) is an “"accredited investor” " as such term is defined in under Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in business and financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk.Securities; (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) understands that ownership of the Securities involves substantial risk and is named on capable of bearing the List of Specially Designated Nationals and Blocked Persons maintained by economic risks associated with the U.S. Office of Foreign Assets Control (OFAC); investment in the Securities; (iii) is acquiring the Securities for its own account, for investment and not with a Designated National other than an “unblocked national” as defined view to any public distribution thereof in a matter that would require registration thereof or the Cuban Assets Control Regulations, 31 C.F.R. Part 515; transactions contemplated hereby under the Securities Act; (iv) does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause it to sell the Securities other than in compliance with the requirements of the Securities Act or pursuant to an exemption therefrom; (v) has no contract, undertaking, agreement, understanding or arrangement with any Person to sell, transfer, or pledge to any Person any part or all of the Securities being acquired, or any interest therein, and has no present plans to enter into the same; (vi) understands that neither the sale of the Securities by the Stockholders nor the issuance of any underlying Common Stock issuable upon exercise of the Warrants has been registered under the Securities Act, and that the Securities must continue to be held by Harbinger unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (vii) understands that the certificates evidencing the Securities shall bear a non-U.S. shell bank (as restricted legend to the effect set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or preceding paragraph; (viii) is a person or entity an existing securityholder of the Company, has reviewed the information contained in the Registration Statement, is relying solely upon the advice of its own financial, legal and tax advisors, has made its own independent investigation and evaluation of the merits and risks of the investments in the Securities and acknowledges that would cause it has received no information concerning the business of the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which from the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of Stockholders in making its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used decision to purchase the Purchased Shares were legally derived from legitimate sources Securities and enter into this Agreement; and (ix) acknowledges that the Stockholders are relying on the representation and warranties of Harbinger contained in this Section 4.2(e) and would not from any Prohibited Investorconsummate the transactions contemplated by this Agreement, in the absence of the representations and warranties of Harbinger contained in this Section 4.2(e).

Securities Matters. (1a) The Purchaser understands and acknowledges that the Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Purchaser is either (i) an “"accredited investor” " (as defined in Rule 501 under the Securities Act with total assets in excess 501(a) of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A Regulation D under the Securities Act. The Purchased Shares are being acquired ). (c) Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Securities, (ii) is able to bear the economic risk of an investment in the Securities for an indefinite period of time, including the risk of a complete loss of any such investment, and (iii) acknowledges that the information publicly disclosed by the Company or contained in written materials furnished to Purchaser indicates that the expected earnings of the Company for the fourth calendar quarter of 1998 will be substantially below estimates previously made by the Company. (d) Purchaser is acquiring the Securities for its own account for investment purposes and without not with a view to to, or for offer or sale for the public Shareholder in connection with, the distribution or sale of such Sharesresale thereof. (2e) The Purchaser understands and agrees that (i) the Purchased Shares Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordinglythat the Securities may not be offered, such Shares are “restricted securities” within the sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Purchaser agrees, on its own behalf and on behalf of any accounts for which Purchaser is acting, that if Purchaser should sell or otherwise transfer any Securities, it will do so only (3i) The Purchaser understands that none pursuant to an exemption from the registration requirements of the Seller Securities Act (if available) or if the Company is making any representation as Securities Act does not apply or (ii) pursuant to the availability of Rule 144 or Rule 144A an effective registration statement under the Securities Act for Act, and Purchaser further agrees to provide to any Person purchasing any of the offer, resale, pledge or transfer Securities from it a notice advising such purchaser that resales of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldSecurities are restricted as stated herein. (4f) The Purchaser understands that the Purchased Shares will, until the expiration Securities purchased pursuant to this Agreement will be in unregistered form only and that any certificates delivered to it in respect of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, Securities will bear a legend substantially to substantially the following effect: : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED PURSUANT TO A STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 23, 1998, AMONG JERRX X. XXXXXX, XXNGXXX XXXTNERS II, L.P., AND FOR THE PURPOSES OF ARTICLES XI AND XII THEREOF KEVCO, INC. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viiiTHE "SECURITIES ACT"), eachOR ANY STATE SECURITIES LAW, a “Prohibited Investor”)AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1a) The Purchaser is either (iEach of the parties hereto acknowledge that the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to this Agreement are intended to be issued pursuant to the “private placement” exemption from registration under Section 4(2) an “accredited investor” as defined in Rule 501 of the Securities Act and/or Regulation D promulgated under the Securities Act and agree to fully cooperate with total assets Parent in excess its efforts to ensure that such shares of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view Parent Common Stock may be issued pursuant to the public distribution or sale of such Sharesprivate placement exemption. (2b) The Purchaser understands that During the two year period following the Closing Date, Parent shall (i) the Purchased Shares are being sold use its best efforts to make current public information available in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the (3accordance with Rule 144(c) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act and to maintain the continued listing of its shares of Parent Common Stock for trading on the offerNasdaq National Market and (ii) furnish to any Company Stockholder upon written request, resale, pledge (x) a written statement as to its compliance with the requirements of Rule 144(c) and the reporting requirements of the Securities Act and the Exchange Act and (y) a copy of the most recent annual or transfer quarterly report of any Shares, or that any Shares purchased by the Purchaser will ever be able to be soldParent. (4c) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend Parent agrees to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the grant each Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (Stockholder certain registration rights as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”)8.03. (9d) The Purchaser has met Notwithstanding paragraph (c) above, each Company Stockholder acknowledges and will continue agrees that a certain number of Merger Shares equal to meet $3,570,000 divided by the Parent Stock Per Share Price and all of its obligations under the Bank Secrecy ActEscrowed Shares equal to $630,000 divided by the Parent Stock Per Share Price (the “Restricted Shares”) received by the Company Stockholders pursuant to this Agreement are subject to restrictions on transfer which limit the right of such Company Stockholder to (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Parent Common Stock or any securities convertible into or exercisable or exchangeable for Parent Common Stock, or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Parent Common Stock during the period commencing on the Closing and terminating on the Lapse Date (as amended (31 U.S.C. Section 5311 et seqdefined in the Stock Restriction and Non-Compete Agreement). These restrictions on transferability of the Restricted Shares shall survive any change of control of Parent.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) The Seller is an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A 501(a) promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Purchased With respect to the Purchase Price Shares, the Seller understands that the Purchase Price Shares issuable hereunder are being acquired by offered and sold in reliance on specific exemptions from the Purchaser for its own account registration requirements of United States federal and without a view state securities Laws and that the Parent is relying in part upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understanding of the Seller set forth in this Section 5.6 in order to determine the public distribution or sale availability of such Sharesexemptions and the eligibility of the Seller to acquire the Purchase Price Shares hereunder. (2ii) The Purchaser Seller acknowledges that the Parent has made available to the Seller and its advisors the opportunity to obtain all documents and information they may request concerning the Parent and its business and plans in order to evaluate the merits and risks of the Seller’s investment in the Purchase Price Shares and the opportunity to ask questions of and receive answers from representatives of the Parent concerning such business and plans and the transactions contemplated hereby. The Seller acknowledges that the Parent has answered to the complete satisfaction of the Seller all inquiries which the Seller has made of it, and has furnished to the Seller any and all documents or other information requested from it, concerning the Parent, its business and financial condition or any other matter relating to the transactions contemplated hereby, including, without limitation the Purchase Price Shares. The Seller has been informed, understands and acknowledges that its investment in the Purchase Price Shares is a speculative investment and involves a high degree of risk and that the amount realized on such investment may be less than the amount invested. The Seller has extensive experience in making investments of the type contemplated hereby, and in evaluating its investment in the Purchase Price Shares the Seller has consulted with the Seller’s own investment, legal and Tax advisors and has concluded that such investment in the Purchase Price Shares is not inconsistent with and is appropriate in light of the Seller’s overall investment objectives, financial condition and liquidity requirements. The Seller is familiar with the nature of and risks attendant to an investment of the type contemplated hereby, the Tax aspects of an investment of such type, and is financially and otherwise capable of bearing the economic risk of such investment and can afford the loss of the total amount of such investment. (iii) The Seller does not have any present agreement or understanding, directly or indirectly, with any Person to distribute any of the Purchase Price Shares in a transaction that would violate the 1933 Act or any state securities Laws. (iv) The Seller understands and acknowledges that: (i) the Purchased Purchase Price Shares are being sold have not been registered under the 1933 Act or any state securities laws in a transaction reliance upon specific exemptions thereunder for transactions not involving any public offering within the meaning of the Securities Actoffering, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under such exemptions depends in part upon the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration accuracy of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges Seller’s representations and agrees that it (i) is a sophisticated investorwarranties herein; (ii) does not require the assistance 1933 Act and applicable state securities laws, as well as the terms of an investment advisor or other purchaser representative to purchase the Purchased Stockholders’ Agreement, impose substantial restrictions on the transferability of the Purchase Price Shares; (iii) has no market presently exists for the Purchase Price Shares and there can be no assurance that any such knowledge market will develop; and experience in financial and business matters as (iv) the Seller may be unable to be capable of evaluating the merits and risks of liquidate its prospective investment in the Purchased Shares; (iv) has Purchase Price Shares and as a result may have to hold the ability to Purchase Price Shares and bear the economic risks risk of its prospective investment in the Purchase Price Shares for an indefinite period of time; . (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser Seller understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank all certificates or other financial institution regulatory lawsinstruments representing the Purchase Price Shares shall bear the following restrictive legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, regulations or ordersSALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND (A) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (categories (iB) through (viii)PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, eachBY ACCEPTANCE OF THIS CERTIFICATE, a “Prohibited InvestorAGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. 5.9.1. Buyer and Management acknowledge that they know and understand the following: (1) The Purchaser that Company is either a wholly-owned subsidiary of Seller; (i2) that Company has been operated and managed directly under the management and leadership of Management; (3) that Management has been and continues to be responsible for the day-to- day operations of Company; (4) that Management has the day-to-day decision making authority for the operations of Company; (5) that the members of Management are experts in the foodservice industry, and have negotiated and are completely familiar with all of the Material Contracts of Company, including those with Captain D's, Inc. and Seller's "Shoney's" Restaurant division and all other current and potential customers of Company; (6) that they have complete access to and familiarity with the business operations and financial and other matters relative to Company; and (7) have entered into this Agreement with knowledge of certain strategic initiatives of Seller as they apply to the operations of Company that are disclosed in a letter from Seller to Management dated May 15, 2001. 5.9.2. Buyer and each of the individuals and entities providing equity financing to Buyer are an “"accredited investor” " as that term is defined in Rule 501 of Regulation D, 15 C.F.R. Sec. 230.501 et seq., promulgated under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Actact, and accordingly, such Shares are “restricted securities” within the (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has have such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its prospective an investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial riskCompany. (6) 5.9.3. Buyer is acquiring the Shares for Buyer's own account for investment and not with a view to, or for resale in connection with, any distribution of the Shares within the meaning of the Securities Act. The Purchaser Buyer agrees that such Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, as amended, except pursuant to an exemption from registration available under such Securities Act. Buyer will not sell, offer for sale or solicit offers to buy any of the Shares in violation of the Securities Act or the securities laws of any state. Buyer understands that the Seller may Shares have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a been registered under federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect theretostate securities laws. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (1) The Purchaser is either (i) an “accredited investor” as defined in Rule 501 under the Securities Act with total assets in excess of $25,000,000 or (ii) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Purchased Shares are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of such Shares. (2) The Purchaser understands that (i) the Purchased Shares are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within thethe meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the holding period specified in Rule 144, it decides to offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect:: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED 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. (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 313 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti- anti-money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all of its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.