Common use of Company Representations and Warranties Clause in Contracts

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including or Bylaws and amendments thereto through the Certificate of Designations of the Series A Preferred Stock) or Bylawsdate hereof, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or and/or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder, subject to shareholder approval; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equityshareholder approval; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Memorandum of Association, as amended, and Sixth Amended and Restated Certificate Articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsAssociation, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares, Warrants and Warrant Shares have been duly authorized for sale and issuance, and when the Shares and Warrant Shares are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Agreement or the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, subject to shareholder approval; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and or other persons applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightshereby.

Company Representations and Warranties. The Company confirms that neither it nor any other person acting on its behalf has provided Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed prior to the date hereof pursuant to the Securities Act, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in Base Prospectus, including information incorporated by reference therein (except to the Registration Statementextent modified or superseded by a later filed document), as amended or supplemented, did not contain as of the effective date thereof, their respective dates and as of the date hereof does hereof, did not contain, and the Prospectus, including information incorporated by reference therein (except to the extent modified or superseded by a later filed document), as of their respective dates and as of the Closing Date, will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. (a) The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate Articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable, the Warrants when issued and paid for in accordance with the terms of this Subscription will be duly and validly authorized by the Company and upon delivery to the Investors at the Closing will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity, and the shares of Common Stock issuable upon exercise of the Warrants when issued and paid for in accordance with the terms thereof will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or and/or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder, subject to shareholder approval; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equityshareholder approval; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Memorandum of Association, as amended, and Seventh Amended and Restated Certificate Articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsAssociation, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares, Warrant and Warrant Shares have been duly authorized for sale and issuance, and when the Shares and Warrant Shares are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Agreement or the Warrant, as the case may be, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, subject to shareholder approval; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and or other persons applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightshereby.

Company Representations and Warranties. In connection with the issuance and sale of the Co-Investment Units, the Company represents to the Purchaser the following: The Company represents is a corporation duly incorporated, validly existing and warrants that: (a) it in good standing under the laws of the State of Delaware and the Company has full all necessary corporate power and authority to enter into this Subscription Agreement and to perform consummate the transactions contemplated hereby. All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all of its obligations hereunder; (b) this Subscription other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby has been duly authorized and validly taken and this Agreement has been duly executed and delivered by andthe Company. This Agreement constitutes the valid, when delivered in accordance with the terms hereof, will constitute a valid binding and binding agreement enforceable obligation of the Company Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors generally or subject to and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity; (c) ). The sale by the execution and delivery of this Subscription and the consummation Company of the transactions contemplated hereby do Co-Investment Units does not conflict with the certificate of incorporation or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations by-laws of the Series A Preferred Stock) Company or Bylaws, or (ii) any material agreement to contract by which the Company is a party or by which any of its property or assets is bound; (d) , or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the Shares Company or its property. The Co-Investment Units and the Common Stock and Warrants underlying the Co-Investment Units have been duly authorized and, when issued issued, delivered and paid for in accordance with this Agreement, the Common Stock underlying such Co-Investment Units will be validly issued, fully paid and non-assessable and will be free and clear of all liens and claims. The shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Subscription the Warrant Agreement, will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement assessable and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement will be free and clear of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, all liens and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightsclaims.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Certificate of Incorporation or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance and, when issued and delivered by the Company against payment therefor pursuant to this Subscription Agreement, will be validly issued, fully paid and nonassessable, the Warrants have been duly and validly authorized by the Company and, upon delivery to the Investor at the Closing Date, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) , the execution and delivery shares of this Subscription and the consummation Common Stock initially issuable upon exercise of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended Warrants have been duly authorized and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsreserved for sale and issuance and, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for delivered by the Company against payment therefor in accordance with the terms of this Subscription thereof, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplementedsupplemented (including by disclosure delivered to the Investor no later than the date hereof), did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (iA) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsConstitution, or (iiB) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable, and shall be issued free of restrictive legends and stop transfer orders; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gv) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights; (vi) the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors; and (vii) except as publicly disclosed, the Company is not subject to any notices or actions from or to the Principal Market other than routine matters incident to listing on the Principal Market and not involving a violation of the rules of the Principal Market.

Company Representations and Warranties. The Company represents and warrants thatto the Purchaser that as of each Closing Date: (a) it Due Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company has the full corporate power and authority to enter into execute and deliver this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with herewith; the terms hereofexecution, will constitute a valid delivery and binding agreement performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Company; and all requisite corporate action has been taken by the Company to make this Agreement valid and binding upon the Company in accordance with its terms; Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; No Conflicts. Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of (i) any of the terms, conditions or provisions of the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) 's charter or Bylaws, by-laws or (ii) any material legal restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; Ability to Service. The Company is an approved seller/servicer of conventional residential mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Company unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac; Reasonable Servicing Fee. The Company acknowledges and agrees that the Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. Ability to Perform. The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any of the Company's creditors; No Litigation Pending. There is no action, suit, proceeding or investigation pending or to the best of the Company's knowledge threatened against the Company which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets is bound; (d) of the Shares when issued and paid for Company, or in accordance any material impairment of the right or ability of the Company to carry on its business substantially as now conducted, or in any material liability on the part of the Company, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Company contemplated herein, or which would be likely to impair materially the ability of the Company to perform under the terms of this Subscription will be duly authorizedAgreement; No Consent Required. No consent, validly issuedapproval, fully paid authorization or order of any court or governmental agency or body is required for the execution, delivery and non-assessable; (e) performance by the Registration Statement and any post-effective amendment thereto, at Company of or compliance by the time it became effective, did not contain any untrue statement of a material fact Company with this Agreement or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as sale of the effective date thereof, and Mortgage Loans as evidenced by the consummation of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have by this Agreement, or if required, such approval has been duly satisfied or waived in accordance with obtained prior to the terms of the agreements between the Company and such stockholders conferring such rights.related Closing Date;

Company Representations and Warranties. The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (iA) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) Incorporation, as amended, or Bylaws, or (iiB) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable, and shall be issued free of restrictive legends and stop transfer orders; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gv) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.; (vi) the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors; and (vii) the Company is not subject to any notices or actions from or to the Principal Market other than routine matters incident to listing on the Principal Market and not involving a violation of the rules of the Principal Market. The Company further represents and warrants that:

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsRestated By-Laws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares, Warrants and Warrant Shares have been duly authorized for sale and issuance, and when the Shares and Warrant Shares are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription or the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightshereby.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company confirms that neither it nor any other person acting on its behalf has provided Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) (i) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, (ii) the Warrants have been duly authorized for sale and issuance, and when issued and delivered, will constitute binding obligations of the Company, and (iii) the shares of Common Stock issuable upon exercise of the Warrants been duly authorized for sale and issuance, and when issued and delivered, will be validly issued, fully paid and nonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed prior to the date hereof pursuant to the Securities Act, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in Base Prospectus, including information incorporated by reference therein (except to the Registration Statementextent modified or superseded by a later filed document), as amended or supplemented, did not contain as of the effective date thereof, their respective dates and as of the date hereof does hereof, did not contain, and the Prospectus, including information incorporated by reference therein (except to the extent modified or superseded by a later filed document), as of their respective dates and as of the Closing Date, will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. (a) The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsother governing documents, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof does not contain, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) the final prospectus supplement relating to the Offering will not contain any material information regarding the Company other than the terms of the Offering; and (gviii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; , (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) any and all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is are bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants thatto Investor that as of the Closing Date: (ai) it has full each of Company, Acenzia and NHL are corporations duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and have the requisite corporate power and authority to enter into this Subscription own its properties and to perform all of carry on its obligations hereunderbusiness as now being conducted; (bii) Company, Acenzia and NHL are duly qualified as a foreign corporations to do business and are in good standing in each jurisdiction where the nature of the business conducted or property owned by them make such qualification necessary; (iii) Company has registered its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Subscription has Agreement, the Note, and the other Transaction Documents have been duly authorized executed and executed delivered by andCompany, when delivered Acenzia and NHL and constitute the valid and binding obligations of such parties enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company, Acenzia and NHL, the issuance of Securities by Company in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation by Company, Acenzia and NHL of the transactions contemplated hereby by the Transaction Documents do not and will not conflict with or result in a breach by Company of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations any of the Series A Preferred Stock) terms or Bylawsprovisions of, or constitute a default under (iia) Company’s, Acenzia’s or NHL’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its property properties or assets is are bound, including, without limitation, any listing agreement for the Common Stock (except with respect to the Buyout Transaction Agreements (as defined in this Agreement), provided, however, that the Company shall (i) obtain the consent of all of the holders of the Buyout Notes (as defined in this Agreement) on or before the Closing Date as well as (ii) repay in full any remaining balances of the Buyout Notes on or before the Closing Date), or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company, Acenzia or NHL or any of Company’s, Acenzia’s or NHL’s properties or assets; (dvii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the Shares when issued and paid stockholders or any lender of Company, Acenzia or NHL is required to be obtained for the issuance of the Securities to Investor or the entering into of the Transaction Documents (except with respect to the issuance of Common Stock under the Transaction Documents exceeding the Issuance Cap (as defined in accordance the Note)); (viii) none of Company’s filings with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment theretoSEC contained, at the time it became effectivethey were filed (or, did not contain if subsequently amended, at the time that such amendment was filed), any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act; (gx) all preemptive rights there is no action, suit, proceeding, inquiry or rights investigation before or by any court, public board or body pending or, to the knowledge of first refusal held Company, threatened against or affecting Company before or by stockholders any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated hereby have been duly satisfied or waived in accordance with by the terms Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the agreements between State of Utah, as set forth more specifically in Section 9.2 below, shall be applicable to the Transaction Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provide by Investor; and (xix) Company has authorized 499,000,000 shares of Common Stock, 19,054,523 of which are issued and outstanding as of the date hereof. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such stockholders conferring matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such rightsinformation or legal theory as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Memorandum of Association, as amended, and Seventh Amended and Restated Certificate Articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsAssociation, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares, Warrant and Warrant Shares have been duly authorized for sale and issuance, and when the Shares and Warrant Shares are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Agreement or the Warrant, as the case may be, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and or other persons applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightshereby.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby including, without limitation, the issuance of shares of Common Stock upon exercise of the Warrants, do not conflict with or result in a breach or violation of (i) the Company’s Amended and Restated Certificate of Incorporation or Bylaws; (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (iii) any applicable federal and state securities laws or (iv) the rules and regulations of the National Association of Securities Dealers (“NASD”); (d) the Shares have been duly authorized for sale and issuance, and when issued and delivered by the Company against payment therefor pursuant to this Subscription Agreement, will be validly issued, fully paid and nonassessable, the Warrants have been duly and validly authorized by the Company and upon delivery to the Investor at the Closing Date will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) , the execution and delivery shares of this Subscription and the consummation Common Stock issuable upon exercise of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended Warrants have been duly authorized and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsreserved for sale and issuance, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares and when issued and paid for delivered by the Company against payment therefor in accordance with the terms of this Subscription thereof, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights, rights of first refusal or any other restrictions on the transfer or issuance of the Company’s Common Stock held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights; and (h) (i) no consent or approval of the Company’s stockholders is required for the execution, delivery and performance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby by the rules and regulations of the NASD and (ii) the National Association of Securities Dealers Automated Quotations will not subject the Company to de-listing if the Company issues the Securities or the shares of the Common Stock issuable upon exercise of the Warrants without stockholder approval on the terms contained in this Subscription Agreement.

Company Representations and Warranties. The Company hereby represents and warrants warrants, knowing that Consultant is relying thereon, that: (a) The Company is duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company is qualified to do business as a foreign corporation in each state in which its business requires it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (be so qualified. b) this Subscription has been duly authorized and executed by andUpon receipt of the full exercise price, when delivered in accordance with where applicable, all shares of the terms hereof, will constitute a valid and binding agreement common stock of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies issued to Consultant under this Agreement through exercise of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription Options will be duly authorized, and validly issued, fully paid and non-assessable; (e, and will be delivered free and clear of any liens, claims or encumbrances, except for restrictions imposed by reference to the registration requirements of the Securities Act of 1933. c) The Company represents that the Registration Statement information concerning the Company and any post-effective amendment theretoits business, at the time it became effectiveas furnished and to be furnished to Consultant in writing, did will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were such statements are made. The Company will notify Consultant promptly concerning any statement which is not accurate or which is or has become incomplete or misleading in any material respect. The Company understands that Consultant is and will be relying on the continuing accuracy of such information in carrying out its functions under this Agreement. d) This Agreement has been expressly authorized by the Company's Board of Directors, not misleading; has been duly and (g) all preemptive rights or rights of first refusal held validly executed and delivered by stockholders and on behalf of the Company Company, and applicable to constitutes the transactions contemplated hereby have been duly satisfied or waived valid and binding agreement of the Company, enforceable in accordance with its terms. e) The Company is not subject to any material pending or threatened litigation, arbitration or governmental or administrative proceedings, and is not in default under any of its material agreements with employees, licensors, licensees, suppliers, customers, shareholders, creditors or other third parties; provided, however, that the terms foregoing representation excludes certain pending disputes with vendors and suppliers. f) The Company's shares are listed for quotation on the OTC Bulletin Board administered by the National Association of Securities Dealers. The Company is registered as a public reporting company with the agreements between Securities and Exchange Commission ("SEC"), and the Company has filed all annual and such stockholders conferring such rightsperiodic reports required to be filed with the SEC under the Securities Exchange Act of 1934.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsbylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or factor omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The With respect to each and every Entry transmitted by Company, Company represents and warrants that: to Bank and agrees that (a) it each person or entity shown as the Receiver on an Entry received by Bank from Company has full corporate power authorized the initiation of such Entry and authority to enter into this Subscription and to perform all the crediting or debiting of its obligations hereunder; account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein, (c) Entries transmitted to Bank by Company are limited to those types of credit and debit Entries accepted by Bank, (d) Company shall perform its obligations under this Subscription has been duly authorized and executed by and, when delivered Service Agreement in accordance with all applicable laws, regulations, and orders, including, but not limited to, the terms hereofsanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered FinCEN; and any state laws, regulations, or orders applicable to the providers of ACH payment services, and (e) Company shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry, and (f) Company shall ensure that any and all non-public personal information provided by Company to Bank shall be secure and will constitute not be disclosed to any unauthorized person. Company specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a valid refund from the Receiver of the amount credited and binding agreement Company shall not be deemed to have paid the Receiver the amount of the Entry. The Company shall defend, indemnify, and hold harmless the Bank, and its officers, directors, agents, and employees, from and against any and all actions, costs, claims, losses, damages, or expenses, including attorney's fees and expenses, resulting from or arising out of (aa) any breach of any of the agreements, representations or warranties of the Company enforceable contained in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitythis Service Agreement; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (iibb) any material agreement to which the Company is a party act or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders omission of the Company and applicable to or any other person acting on the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightsCompany's behalf.

Company Representations and Warranties. (a) The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsother governing documents, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants thatto the Investors as follows: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus prospectus, dated July 15, 2010 (the “Base Prospectus”) contained in the Registration Statement, as amended or supplementedand any prospectus supplement to the Base Prospectus, did not contain as of the effective date thereofits respective date, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable except with respect to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between by this Subscription Agreement the Company and such stockholders conferring such rightshas not provided the Investors or any of their officers or directors with any material, non-public information.

Company Representations and Warranties. The Placement Agreement contains representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company confirms that neither it nor any other person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that the Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, Prospectus did not contain as of the effective date thereofits respective date, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company confirms that neither it nor any other person acting on its behalf has provided Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company's press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a ina breach of (i) the Company’s Amended and Restated Certificate 's articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-post- effective amendment theretothereto filed prior to the date hereof pursuant to the Securities Act, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in Base Prospectus, including information incorporated by reference therein (except to the Registration Statementextent modified or superseded by a later filed document), as amended or supplemented, did not contain as of the effective date thereof, their respective dates and as of the date hereof does hereof, did not contain, and the Prospectus, including information incorporated by reference therein (except to the extent modified or superseded by a later filed document),as of their respective dates and as of the Closing Date, will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the issuance of the shares of Common Stock upon exercise of the Warrants, do not conflict with or result in a breach or violation of (i) the Company’s Amended and Restated Certificate of Incorporation or Bylaws, (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound, (iii) any applicable federal and state securities laws or (iv) the rules and regulations of the National Association of Securities Dealers (“NASD”); (d) the Shares have been duly authorized for sale and issuance, and when issued and delivered by the Company against payment therefor pursuant to this Subscription Agreement, will be validly issued, fully paid and nonassessable, the Warrants have been duly and validly authorized by the Company and upon delivery to the Investor at the Closing Date will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) , the execution and delivery shares of this Subscription and the consummation Common Stock issuable upon exercise of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended Warrants have been duly authorized and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsreserved for sale and issuance, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares and when issued and paid for delivered by the Company against payment therefor in accordance with the terms of this Subscription thereof, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights, rights of first refusal or any other restrictions on the transfer or issuance of the Company’s Common Stock held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights; and (h) (i) no consent or approval of the Company’s stockholders is required for the execution, delivery and performance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby by the rules and regulations of the NASD and (ii) the National Association of Securities Dealers Automated Quotations will not subject the Company to de-listing if the Company issues the Securities or the shares of Common Stock issuable upon exercise of the Warrants without stockholder approval on the terms contained in this Subscription Agreement.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable, the Warrants when issued and paid for in accordance with the terms of this Subscription will be duly and validly authorized by the Company and upon delivery to the Investors at the Closing Date will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity, and the shares of Common Stock issuable upon exercise of the Warrants when issued and paid for in accordance with the terms thereof will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Placement Agreement contains representations, warranties, covenants and agreements of the Company that the Company hereby expressly agrees may be relied upon by Investor, which shall be a third party beneficiary of the covenants, agreements, representations and warranties of the Company contained therein. The Company confirms that neither it nor any other person acting on its behalf has provided Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, Prospectus did not contain as of the effective date thereofits respective date, and as of the date hereof does not contain, and on the Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. (a) The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and the Warrants and to perform all of its obligations hereunderhereunder and thereunder; (bii) each of this Subscription and the Warrants has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the Warrants and the consummation of the transactions contemplated hereby and thereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsother governing documents, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription Subscription, and the Warrant Shares when issued and paid for in accordance with the Warrants, will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants to the Investor as of the date of this Subscription and as of the Closing that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by the Company and, when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsother governing documents, or (iiy) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (div) the Common Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof and the Prospectus as of its date does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights; and (viii) at the time of Closing, the Company has delivered to its transfer agent or custodian all documents that are necessary in order to effectuate delivery of the stock to an account of the Investor, including without limitation a letter to its transfer agent or custodian to authorize delivery of the shares to the account designated by the Investor if such document is necessary. The Company also hereby represents and warrants to the Investor as of the date of this Subscription and as of the Closing each of the representations and warranties of the Company set forth in Section 3 of the Stock Purchase Agreement.

Company Representations and Warranties. (a) The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate Memorandum of Incorporation (including the Certificate Association or Articles of Designations of the Series A Preferred Stock) Association or Bylawsother governing documents, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable, the Warrants when issued and paid for in accordance with the terms of this Subscription will be duly and validly authorized by the Company and upon delivery to the Investors at the Closing will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity, and the Ordinary Shares issuable upon exercise of the Warrants when issued and paid for in accordance with the terms thereof will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights.

Company Representations and Warranties. (a) The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or and/or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all any preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable, the Warrants when issued and paid for in accordance with the terms of this Subscription will be duly and validly authorized by the Company and upon delivery to the Investors at the Closing Date will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity, and the shares of Common Stock issuable upon exercise of the Warrants when issued and paid for in accordance with the terms thereof will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights. In addition, the Placement Agreement contains certain representations and warranties of the Company. The Company acknowledges and agrees that the Investor may rely on the representations and warranties made by it to the Placement Agents in Section 3 of the Placement Agreement, to the same extent as if such representations and warranties had been incorporated in full herein and made directly to the Investor.

Company Representations and Warranties. The Company represents hereby makes the following representation and warrants thatwarranties to PoC: (a) it has full corporate power The Shares are duly authorized, and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered issued in accordance with the terms hereofthis Stock Plan Agreement, will constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, and validly issued, fully paid and non-assessablenonassessable, free and clear of all liens imposed by the Company; (eb) The Company has prepared and filed a registration statement on Form S-3 (the “Registration Statement”) in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 23, 2020 (the “Effective Date”), including a base prospectus (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Stock Plan Agreement and will file a supplement to the Base Prospectus complying with Rule 424(b) of the Securities Act upon issuance of the Shares (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”); (c) The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Securities and Exchange Commission (the “Commission”) and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission; (d) At the time the Registration Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, and at the Agreement Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; (f) and the prospectus contained Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Agreement Date, conformed and will conform in all material respects to the Registration Statement, as amended or supplemented, requirements of the Securities Act and did not and will not contain as of the effective date thereof, and as of the date hereof does not contain, any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ge) all preemptive rights or rights of first refusal held by stockholders The Company was at the time of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms filing of the agreements between the Company and such stockholders conferring such rightsRegistration Statement eligible to use Form S-3.

Company Representations and Warranties. The Placement Agreement contains representations, warranties, covenants, indemnification provisions and agreements of the Company that the Company hereby expressly agrees may be relied upon by the Investor, which shall be a third party beneficiary of the covenants, agreements, indemnification provisions, representations and warranties of the Company contained therein. The Company confirms that neither it nor any other person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that the Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) each of this Subscription Agreement and the Warrant has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement, the Warrant and the consummation of the transactions contemplated hereby and thereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares and Warrant Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, Prospectus did not contain as of the effective date thereofits respective date, and as of the date hereof does not contain, and on the Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: Except as disclosed on Schedule 2 of the Company Disclosure Schedule (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including or Bylaws and amendments thereto through the Certificate of Designations of the Series A Preferred Stock) or Bylawsdate hereof, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or and/or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Placement Agreement contains representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary of the representations and warranties contained therein. The Company confirms that neither it nor any other person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that the Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equitygenerally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) incorporation or Bylawsby-laws, or (ii) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and paid for in accordance with the terms of this Subscription delivered, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretothereto filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, Prospectus did not contain as of the effective date thereofits respective date, and as of the date hereof does not contain, and on the Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsother governing documents, or (iiy) any material agreement to which the Company is a party or by which any of its property or assets is bound; (div) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights. The Company further represents and warrants to the Investor that, as of the date of this Subscription Agreement, none of the officers, directors or significant shareholders (i.e., greater than 10%) of the Company or its Affiliates (i) is employed by Investor or its Affiliates, (ii) receives compensation or funding from Investor or its Affiliates, (iii) is the beneficial owner of more than 1% of Investor’s common stock or (iv) has a direct or indirect relationship with Investor or its Affiliates other than pursuant to this investment and prior investments and the License Agreement between the Company and Amgen Inc. dated December 18, 2007, as amended (the “License Agreement”).

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Memorandum of Association, as amended, and Sixth Amended and Restated Certificate Articles of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsAssociation, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares, Warrants and Warrant Shares have been duly authorized for sale and issuance, and when the Shares and Warrant Shares are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Agreement or the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and or other persons applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightshereby.

Company Representations and Warranties. The Company represents and warrants to the Investor as of the date of this Subscription and as of the Closing that: (ai) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (bii) this Subscription has been duly authorized and executed by the Company and, when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (ciii) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (ix) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsother governing documents, or (iiy) any material agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (div) the Common Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (ev) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (fvi) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and Disclosure Package as of the date hereof and the Prospectus as of its date does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (gvii) all preemptive rights or rights of first refusal held by stockholders shareholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders shareholders conferring such rights. The Company also hereby represents and warrants to the Investor as of the date of this Subscription and as of the Closing each of the representations and warranties of the Company set forth in Section 3 of the Stock Purchase Agreement.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Certificate of Incorporation or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and delivered by the Company against payment therefor pursuant to this Subscription Agreement, will be validly issued, fully paid and nonassessable, the Warrants have been duly and validly authorized by the Company and upon delivery to the Investor at the Closing Date will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) , the execution and delivery shares of this Subscription and the consummation Common Stock initially issuable upon exercise of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended Warrants have been duly authorized and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylawsreserved for sale and issuance, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares and when issued and paid for delivered by the Company against payment therefor in accordance with the terms of this Subscription thereof, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by andby, and when delivered in accordance with the terms hereof, hereof will constitute a valid and binding agreement of of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or and/or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsBy-Laws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when the Shares are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Subscription, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment theretoStatement, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rightshereby.

Company Representations and Warranties. The Company represents and warrants that: (a) it has full corporate right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and, when delivered in accordance with the terms hereof, will constitute and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) or BylawsRestated By-Laws, or (ii) any material agreement to which the Company is a party or by which any of its property or assets is bound, or (iii) any laws, regulations, rules or statutes applicable to the Company; (d) the Shares, have been duly authorized for sale and issuance, and when the Shares when are issued and paid for in accordance with delivered by the terms of Company against payment therefor pursuant to this Subscription Subscription, will be duly authorized, validly issued, fully paid and non-assessablenonassessable; (e) the Registration Statement and any post-effective amendment thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all there are no preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied hereby; and (h) neither it nor any officers or waived in accordance with the terms directors has provided any of the agreements between Investors or their agents or counsel with any information that constitutes material, nonpublic information (other than the Company existence of the transaction and such stockholders conferring such rightsissuance of the Shares, as contemplated by this Agreement).

Company Representations and Warranties. The Company represents and warrants thatto the Purchaser that as of each Closing Date: (a) it Due Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company has the full corporate power and authority to enter into execute and deliver this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized and executed by and, when delivered in accordance with herewith; the terms hereofexecution, will constitute a valid delivery and binding agreement performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Company; and all requisite corporate action has been taken by the Company to make this Agreement valid and binding upon the Company in accordance with its terms; Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; No Conflicts. Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of (i) any of the terms, conditions or provisions of the Company’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations of the Series A Preferred Stock) 's charter or Bylaws, by-laws or (ii) any material legal restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; Ability to Service. The Company is an approved seller/servicer of conventional residential mortgage loans for Fxxxxx Mxx or Fxxxxxx Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage loans for Fxxxxx Mae or Fxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Company unable to comply with Fxxxxx Mae or Fxxxxxx Mac eligibility requirements or which would require notification to either Fxxxxx Mae or Fxxxxxx Mac; Reasonable Servicing Fee. The Company acknowledges and agrees that the Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. Ability to Perform. The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any of the Company's creditors; No Litigation Pending. There is no action, suit, proceeding or investigation pending or to the best of the Company's knowledge threatened against the Company which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets is bound; (d) of the Shares when issued and paid for Company, or in accordance any material impairment of the right or ability of the Company to carry on its business substantially as now conducted, or in any material liability on the part of the Company, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Company contemplated herein, or which would be likely to impair materially the ability of the Company to perform under the terms of this Subscription will be duly authorizedAgreement; No Consent Required. No consent, validly issuedapproval, fully paid authorization or order of any court or governmental agency or body is required for the execution, delivery and non-assessable; (e) performance by the Registration Statement and any post-effective amendment thereto, at Company of or compliance by the time it became effective, did not contain any untrue statement of a material fact Company with this Agreement or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration Statement, as amended or supplemented, did not contain as sale of the effective date thereof, and Mortgage Loans as evidenced by the consummation of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby have by this Agreement, or if required, such approval has been duly satisfied or waived in accordance with obtained prior to the terms of the agreements between the Company and such stockholders conferring such rights.related Closing Date;